Hearts of Harmony
by Legrio
Summary: Twilight Sparkle, keyblade wielder and apprentice to the Princess, is sent to Ponyville to discover the magic of friendship, but a forgotten nightmare rises from the shadows, eager to cover the land once more in darkness. Will her newfound friendship be enough to light her path, or will Twilight be lost forevermore in the dark?
1. Chapter 1

I own neither Kingdom Hearts nor MLP: FIM, and I'm not making any money off this either.

* * *

**Hearts of Harmony**

_A Kingdom Hearts and My Little Pony: Friendship is Magic fanfic_

Twilight Sparkle eyed the orbs of light dancing about, gritting her teeth around the handle of her keyblade, the Star Seeker. She stood like that for a moment, patterns and calculations running through her mind. Then, with a toss of her head, she burst into action, throwing her weapon into the air. A soft glow emanated from her horn as matching purple light wrapped around the handle of her keyblade, directing it into the path of each and every orb. The mystical weapon lazily arced back towards its master as the orbs burst into shards of light, coming to a stop just before the unicorn as she caught it with ease in her magical field. Letting out a breath she hadn't realized she'd been holding, the mare let her keyblade vanish in a flash of light.

"Wow, that was great, Twilight!" Spike shouted from the sidelines, clapping with his tiny claws.

The mare blushed lightly at the praise and waved her hoof dismissively. "Nah, that was nothing Spike, you should have seen me earlAAAAH!" She suddenly screeched as a small bolt of electricity zapped her flank. Growling in anger, she quickly banished the offending light orb with an vicious slash of her keyblade.

"My faithful student, you should be more vigilant," the mistress of the sun, Princess Celestia said, her face stern as she entered the training hall. Twilight looked down shamefully, as her master continued, "I created that last orb after you struck down the others to teach you a valuable lesson, just because you have defeated all of the foes you can see does not mean you have vanquished them all. If that had been a Heartless, you would now be joining their numbers." If anything, Twilight's gaze seemed to drop lower. Light laughter brought her eyes back up. "Still, you did very well," the alicorn said, a smile gracing her face.

"Thank you, Princess Celestia," Twilight said, happy for any praise from her mentor.

The princess gracefully nodded in acknowledgement. "Now, that's enough practice for today. Come along, my faithful student."

The purple coated mare shouted, "Come on, Spike!"

"Coming!" he yelled back, running as fast as his little legs could carry him.

The three of them walked along the halls of the ancient Canterlot castle, passing stoic guards and reverent councilors. "How have you been doing, Twilight? Have you made any new friends lately?" the princess asked.

"Er, I..." Twilight stammered, unsure how to proceed. She knew she hadn't, even though the princess insisted that she needed to have a life outside of study and training.

Luckily, or perhaps unluckily, her ever eager assistant spoke up, "No, she's spent all morning in the library, then went out to train all afternoon after lunch."

"Spike!" The purple mare hissed. The little dragon apologetically shrugged back.

As the apprentice and her assistant began to bicker, the master frowned inwardly. _"It isn't good for her to spend all day cooped up with books and training, especially as a growing wielder of the keyblade. Her heart is strong, and I do not wish to see it darkened by loneliness and resentment. There must be something I can do..."_ She thought for a moment. _"Ah, I know! The Summer Sun Celebration in Ponyville!"_ Clearing her throat, she cut through the growing argument between Twilight and Spike. "Twilight Sparkle, I have a new assignment for you..."

* * *

A sigh escaped her lips as Twilight packed away her belongings, mostly books. Behind her, Spike strained to pack more gems into an already overstuffed suitcase. Why in Equestria was the princess sending her out to some little town to preside over their Summer Sun Celebration? Weren't her magical studies and training more important? After all, besides Princess Celestia she was the only person in the world who could use a keyblade! Maybe... maybe she wasn't doing good enough anymore? But she'd worked so hard! She didn't want to be sent away!

"Hey Twilight, how are you doing?"

She looked up to see one of her favorite ponies in the world. "Big brother!" she exclaimed, jumping up to give Shining Armor a hug. "It's great to see you! But what are you doing here? I thought you were busy up north?"

The armor clad stallion gave a chuckle at his little sister's overly enthusiastic greeting. "It's great to see you too."

"Hey, a little help here!" Spike called, still wrestling with his pack. Violet magic enveloped the suitcase just as it burst open, catching the various flying gems and setting them neatly inside before closing it. "Thanks, Shining! Wish I had magic like that sometimes,"

"I'm sure you'll grow into your own strengths, Spike," the stallion said, "It just takes time. And yes, Twilight, we are getting a little busy up north, but I can take a few moments to wish my favorite little little sister good luck on her first assignment outside of Canterlot."

"Favorite? I'm your _only_ little sister!" The purple unicorn exclaimed, making her brother laugh. She sobered quickly though. "But, is it true that there's been more Heartless appearing lately?"

"What?!" the older unicorn shouted, "How'd you find out about that?"

Twilight looked down guiltily, "Well, I was looking through some reports for Princess Celestia in the records office one day and there was this red envelope, and well, I kinda opened it up and read it."

The Captain of the Royal Guard sighed. "Look, just keep it to yourself, alright? Yes, there have been more Heartless attacks lately. They've been running the Guard ragged trying to keep up. And it's not just Shadows, we've seen some of the larger ones too. But the princess doesn't seem to be worried, so we've been trying to keep it quiet. We don't want to start a panic." The stallion placed a hoof on his sister's shoulder. "Look, don't worry about it. There haven't been any attacks near Ponyville, so you should be safe. I'm sure it'll all turn out fine. You just keep your mind on your assignment. "

"Thanks, Shining," Twilight murmured, enveloping her brother in a hug once more. A few moments later, she let go. Grabbing her and her assistant's bags, she called, "Come on Spike, we don't want to be late!"

The little dragon rolled his eyes. "Yeah, because I'm the one who spent all morning talking with her brother," he grumbled. Twilight pretended not to hear. They briskly trotted down the hall towards the awaiting carriage, politely greeting the few early morning attendants and maids working in the castle as they passed. Eventually they walked outside, where the carriage awaited with two armored pegasi already harnessed and ready to go.

"Captain Shining Armor, sir!" they said, sharply saluting.

"At ease," the white coated stallion said, as the pegasi relaxed slightly. "Now, you two are going to make sure my little sister gets to Ponyville safely, right?"

"Yes, sir!" The duo responded, saluting once more.

"Shining!" Twilight exclaimed, "I can take care of myself, you don't have to keep me safe all the time!"

"I know, but hey, that's what older brothers do," he responded with a smirk. "You stay safe, alright?"

"You too," Twilight replied. She stepped up into the carriage, her bags floating up after her. Spike scrambled up the steps and closed the door. The two pegasi spread their wings and leapt up into the air, dragging the carriage behind them. Twilight stuck her head out of the window and yelled, "Bye, Shining! See you later!"

"Good-bye!" The white unicorn shouted back. Soon, the carriage was but a speck in the distance. "And good luck," he whispered, before going back inside.

* * *

"I'm just saying, some of these ponies could be really interesting!" Twilight rolled her eyes at Spike's insistence.

"I'll believe that when I see it," she replied, looking down at the land passing by far below.

Spike sighed in exasperation. "You really should try to make some friends, Twilight. The princess worries about you, you know, alone all day training and studying?"

Twilight scowled. She didn't know why everyone seemed to think she needed friends all of a sudden. She was just fine the way she was! Besides, she had Spike, who was more like a little brother, Shining Armor and her parents, who she didn't see very often, and Princess Celestia, who was really strict with her... okay, maybe they had a point. Still, she didn't like being forced into it! The purple mare opened her mouth for a caustic response, but one of the pegasi drivers interrupted. "Miss Sparkle, we're coming up to Ponyville now."

"Oh, ok!" The unicorn said, grabbing her few bags. Moments later, Twilight and her assistant stepped out of the golden carriage. "Thank you for the smooth flight."

The stallion who spoke earlier said, "It was no trouble at all, miss. Good luck on your assignment!" before taking off once more, leaving the unicorn and the dragon standing alone on the street.

"Well, the library the princess set us up at should be this way," Spike said, looking at a small map before stuffing it back into a side pocket of his suitcase.

"Good, we can drop off our stuff and start working on the preparations for the Summer Sun Celebration," Twilight said, already trotting off in the direction indicated.

"Look, there's a pony coming this way!" Spike pointed at the only other figure out at the early hour, an earth pony with a bright pink coat and a cutie mark of three balloons [i]bouncing[/i] towards them. "Come on, just try Twilight, please?"

Turning to angrily tell him him no, the unicorn faltered under the full power blast of the dragon's puppy dog eyes. "Ugh, fine!" she grumbled after a moment. With a smile pasted on her face, Twilight turned and greeted the bouncing pink pony. "Hi-" she barely managed to get out before the pink mare let out the largest gasp Twilight had ever heard, then ran off. "Well," she dryly said, "That was interesting. Come on, let's get our stuff stowed away at the library."

The duo continued on without further interruption, finally coming to their destination. "Wow," Spike gasped. Even Twilight had to grudgingly admit that the Golden Oaks Library, built into a huge tree, was rather impressive. Going inside, Twilight admired the neatly ordered shelves before going upstairs to find a bedroom set up suspiciously similar to the one she had back at Canterlot Castle, including a little bed for Spike! "Did the princess...?" she muttered to herself.

"What was that?" Spike asked, setting down his suitcase. He popped it open, spilling a few gems which he happily gobbled up.

"Oh, nothing!" Twilight quickly replied. She set about putting her books away on a convenient shelf, then trotted back outside, her assistant walking beside her. "So, what's next on the list?"

Unfolding a scrap of paper, Spike answered, "Well, it says here we need to check on the Apple family at Sweet Apple Acres. They're supposed to be supplying the food for the Celebration. Wait, Apple family of Sweet Apple Acres?" Spike repeated, then burst into laughter. "Real imaginative, aren't they?"

"Spike!" Twilight scolded, even though it was kinda funny. "It's not nice to make fun of somepony like that, especially when they aren't around."

"Alright, alright, sorry," the little dragon apologized as they began walking down the street. Soon, they stood under a sign that read, 'Sweet Apple Acres'.

"Well, let's get this over with," Twilight grumbled as they began trotting up the dirt path, passing trees laden with bright red apples. Soon faint sounds began to reach their ears.

"Hey Twilight, is that...?" Spike trailed off from atop Twilight's back.

With a flash of light, the unicorn's keyblade appeared, the handle glowing purple with magic. She _knew_ what that sound was.

Screams.


	2. Chapter 2

Do not own, so do not sue.

* * *

Running down the path, Twilight came upon a chaotic scene. Screeching ponies ran in terror as small black bipedal monsters with glowing yellow eyes leapt after them. Spilled carts of food littered the area, tipped over in the chaos. "Shadows," she muttered, gritting her teeth. [i]"How could Heartless be here?! Shining Armor said there hadn't been any attacks near Ponyville!"[/i] she wondered. She hadn't seen real Heartless in ages, ever since that day... Shaking her head, the mare shouted, "Spike, hide!" Without argument, the little dragon hopped off her back and ran into the nearby farmhouse. "Right, time to take care of these pests!"

Planting her hooves solidly, Twilight furrowed her brow in concentration. Her shining purple keyblade shot forth like a rocket, obliterating the nearest Shadow before curving to strike another. The weapon suddenly vanished before reappearing beside the unicorn in a flash of light. It flew forth again and again, striking Heartless after Heartless, banishing them one after another. Panting from the exertion, Twilight let her keyblade disappear, before suddenly turning on reflex, her weapon rematerializing in a flash of light, handle gripped tightly in her mouth. A hungry Shadow crashed into the length of her blade, razor sharp claws screeching against the magical metal. Straining against the small but surprisingly strong monster, Twilight finally threw it back with a burst of telekinetic energy. The creature crouched to spring at her once again, but the apprentice keyblade wielder was ready this time. "Fire!" she shouted, pointing her keyblade directly at the Shadow. Fiery energy ran through the weapon before bursting forth in a blaze of flame, obliterating the offending Heartless. She stood there for a moment, before shouting, "Is everypony alright?"

A variety of earth ponies emerged from under overturned carts, in trees, anywhere else they could hide. One, a huge red stallion spoke up, "Ah yep, Ah think we're fine out here. But, Ah think Ah saw a group of them monsters chase Applejack and Applebloom into the barn, we need to check on her!"

Twilight shook her head, already running for the huge building. "No, you stay here, I'll check on them!" Whatever the big red pony yelled back was lost in the wind as the unicorn ran for the barn, where she could hear yells and crashes. With a burst of magic she threw the doors open to see an earth pony mare wearing a broad hat trying to fight off a big, blue and black Heartless she'd never seen before while a filly cowered behind her. Shadows circled around them, waiting for an opening. Twilight froze for a moment, wondering what that big Heartless was. It almost looked like it was wearing a vest tied together with yellow string of all things, and it had what looked to be a broken pair of hoofcuffs on its arms! A strange emblem sat upon its chest, sort of like a twisted, stylized heart. A cry of pain from the earth pony broke her train of thought as the lumbering Heartless landed a brutal punch on her, forcing her back. The filly whined in fear as the Shadows circled closer.

Twilight growled angrily. How dare those monsters threaten an innocent child! "Blizzara!" she cried, her horn glowing a bright purple. Chunks of ice gathered on the tip of her keyblade before shooting forth as a burst of cool blue energy. The spell slammed into the monster, knocking the large Heartless onto its back.

"Hey, get away from mah little sister!" The earth pony shouted, looping a rope lasso around a group of Shadows that had been creeping up on the cowering filly. Twilight gaped in amazement as the mare swung them into the air with a twist of her head before sending them crashing into the big Heartless who had just been getting back up. This pony was [i]strong![/i] "Don't just stand there!"

Twilight nodded, bringing her keyblade up again. She couldn't exactly use fire or lightning in a dry barn so... "Blizzard!" she shouted, pelting the squirming pile of dark monsters with more bursts of frozen magic. One by one they faded away, the largest one taking several more hits than the others. The two of them stood there for a moment, keyblade and lasso at the ready, wary of any more of the beasts, before a young voice cut through the tension.

"Wow, that was really cool! Who are ya, and what's that thing, and where'd ya learn to do that?!" the filly from before rapidly asked.

"Well, I, uh," Twilight stuttered, thrown off by the sudden barrage of questions.

"Applebloom!" the pony with the big hat shouted, "Are you alright?"

"Yeah, Ah'm fine, sis," the little filly said, rolling her eyes.

Twilight couldn't help but laugh. "Well, my name's Twilight Sparkle, this is a keyblade, and I learned how to do all that from Princess Celestia herself!" She proudly announced.

"Wow!" she excitedly said, "Do ya think I could-"

The earth pony mare shushed the little filly. "Applebloom, that's enough for now, go outside and find your brother, ok?"

The little pony sighed, "Fine," before leaving.

"Well, thanks a lot for the help, don't know what I would have done if ya hadn't shown up," the mare said, before sticking out a hoof. "The name's Applejack, owner of this here Sweet Apple Acres!"

Twilight hesitated for a moment before shaking hooves with the grinning mare. "Uh, it's nice to meet you! I'm sure you heard earlier, but I'm Twilight Sparkle, Princess Celestia's apprentice. I'm supposed to be managing the Summer Sun Celebration, but I guess we'll have to call it off now with all the food ruined."

Applejack trotted outside, laughing. "You kiddin'? We'll have this cleaned up right quick!" Turning to address the gathered ponies, she shouted, "Hey, everypony alright?"

"Yeah!"

"You all ready to get this cleaned up and ready for the best Summer Sun Celebration ever?!"

"YEAH!"

With that, crowd split up and got to work, righting overturned table and carts, clearing away the ruined food, and a hundred other tasks that needed doing. "Well, I see you have everything under control," Twilight said, "I'll get out of your way."

"See ya at the party, er, Ah mean Celebration!" Applejack quickly corrected herself, before dashing off to help.

Waving goodbye, Twilight began to walk back along the dirt path to town before suddenly stopping in her tracks as her eyes widened in realization. "I knew I was forgetting something," she said to herself before casting a quick spell. "Spike!"

The little dragon poofed into existence right in front the unicorn, landing face first in the dirt. "I hate it when you do that," he grumbled, getting to his feet.

"Sorry, but this is important! Do you have any paper on you?" She quickly asked. Spike reached into a small pouch at his side and produced a scrap of paper and and a pencil. "Good, now write this down. Dear Princess Celestia, I encountered a group of Heartless attacking Sweet Apple Acres. I managed to defeat them and no pony was hurt, but one of Heartless was bigger than the rest and unlike any I've ever heard of. It looked like it was wearing clothes and it had an emblem on its chest, like a corrupted heart. Please, what should I do? Should I cancel the Summer Sun Celebration? Your faithful student and apprentice, Twilight Sparkle."

"Faithful student and apprentice, Twilight Sparkle," Spike repeated as he wrote. "There, done!"

"Send it!" The unicorn urged her assistant. The dragon took a deep breath before blowing out a plume of magical fire, burning the paper to ash that floated away on the wind. "There, now all we have to do is wait."

* * *

"Twilight, you're going to wear a hole in the road!" Spike complained from where he was sitting in the grass along the path.

The keyblade wielder looked up from her pacing. "Ooh, I can't help it! The princess never takes this long to respond to a letter."

"It's only been twenty minutes, maybe she's just busy with her own preparations?" the dragon asked. "Ooh, maybe we could go back to the farm and see if they have any spare pie? You could talk with your new friend, Applejack was it?"

"Spike, we can't waste time stuffing our faces when the safety of Equestria could be at stake! Besides, a friend? We just met!" Twilight exclaimed.

"Well, maybe this is some kind of test?" her assistant shrugged, "You know, to see how you handle being on your own?"

"A test?" Twilight considered, stopping in her tracks. "I guess this could be some sort of test..." she trailed off before suddenly brightening. "Alright then, if this is a test then I'm going to pass with flying colors! What's the next thing we need to check up on?"

"Let's see," Spike murmured, pulling out his list. "Says here we need to check in with the weatherpony around here, a Rainbow Dash. She should be in town nearby."

"Good, Spike, let's go," the unicorn said, trotting off in the direction of Ponyville while her assistant scrambled to keep up.

"Uh, Spike, you did say she was supposed to be around here, right?" Twilight asked, looking from cloud to cloud. They were walking down the streets of Ponyville, trying to find this 'Rainbow Dash'

"Well, that's what the list says," he replied.

Twilight squinted, noticing something in the distance. Her eyes widened in disbelief as her keyblade suddenly appeared in a flash of light. With a shout of "Guard!" a barrier of shimmering energy appeared before her, just before a blue comet with a rainbow-hued tail slammed into it, kicking up a huge cloud of dirt.

"Twi," Spike broke out into a fit of coughing, "Are you okay?"

More coughing answered him before the unicorn tiredly responded, "Yeah, I'm fine. I can't believe I managed to get that spell up in time, that really took a lot out of me."

"Heh, wow, that was awesome!" a new voice cut in. A sudden gust of wind blew away the dirt cloud, revealing a blue pegasus mare with a rainbow colored mane and an excited grin on her face. "Nopony around here ever managed to stop me when I crashed into 'em before."

"Are. You. CRAZY?!" Twilight angrily shouted, her keyblade hovering warily beside her. "You could have killed somepony!"

"Aw, gimme a break! I slow down if it's obvious they can't handle it, and you pulled up that cool barrier spell anyways, so who cares!" the pegasus said, oblivious to the resigned grumbling and shaking of heads of passing ponies. "Hey, wait a second, purple coat, sparkly star cutie mark," she jumped around to look at the unicorn's flank, ignoring Twilight's indignant shout, "Baby dragon following you around, floating key thingy! You're the princess's student, Twilight Sparkler!"

"It's Sparkle," she tiredly corrected, the anger draining out of her as she realized that this pegasus really meant no harm. "And it's called a keyblade, not a key thingy," Twilight sighed, ignoring her assistant's laughter. With a thought, her weapon vanished. "Let me guess, you're Rainbow Dash?"

"That's me, Reserve Member of the Royal Guard and Local Weatherpony of Ponyville!" the pegasus proudly declared. Twilight could practically hear the capitalization of the pegasus's titles. "So, you on some secret mission from the princess? Gathering ponies for a mission to fight a dragon, or take out some of those Heartless things I've heard about?" She made a few mock punches with her hooves, "'Cause I'm totally up for that!"

"Um, no, not exactly," the unicorn replied in a wry voice, "I'm here to make sure everything's going smoothly for the Summer Sun Celebration. Why haven't you cleared those clouds up there yet?" she asked, pointing up at the sky.

"Oh, that? I'm busy exercising, gotta keep up my guard training! Don't worry, I'll take care of it later. Anyways, I could clear them out in ten seconds flat, no problem!" the pegasus loudly boasted.

"Ten?" Twilight began to slyly grin. "I bet you can't even do it in twenty!"

"Twenty?!" the rainbow maned mare exclaimed, "I'll show you! Hey, kid, start counting!"

"Huh? Okay, one, two, three," Spike began as the winged mare jumped up, moving at incredible speed through the air. quickly rounding up the clouds into a single larger one.

[i]"Wow, I've never seen anyone move like that before,"[/i] Twilight thought, amazed.

As Spike continued counting, "Eight, nine," Rainbow bucked the fluffy pile over the horizon before, well, [i]dashing[/i] back to land before them. "Ten!"

"There, what'd I tell you!" She huffed, panting from all the hard work. "Ten seconds flat!"

"Wow, that was amazing!" Spike exclaimed.

"That was pretty impressive," the keyblade wielder admitted, admiring the clear skies. "Well, I've got to finish checking up on the rest of the preparations. See you later!"

"Thanks, Twi'! See ya!" the winged mare shouted, flying off.

Twilight stood there, watching her fade off into the distance, before finally turning to her assistant. "So, looks like the weather's taken care of!"

"I don't know, Twilight, was tricking her like that the right thing to do?" Spike asked, furrowing his brow cutely.

"Hey, it got the job done, and nopony got hurt. Besides, she deserved it for crashing into me like that!" The mare exclaimed, annoyed at her assistant's questioning.

Spike shook his head uncertainly. "I guess," he said, taking out his list. "Anyways, it says here that the next thing we need to do is check on the decorations..."

* * *

The unicorn and her assistant walked into the boutique that had been appropriated for the Summer Sun Celebration. Bolts of fine cloth were tastefully draped from the high ceiling, along with other elegant decorations. "Well, this is coming along rather nicely," Twilight commented, taking it all in. "What do you think, Spike? Spike?" She looked down at her assistant to see him in some sort of daze. "Um, Spike?"

"So... beautiful," he murmured, looking ahead.

Twilight followed his gaze to find a white coated unicorn with a carefully styled indigo mane fussing with some of the decorations. "[i]He always gets like this around pretty mares,[/i]" She sighed, rolling her eyes. The purple coated unicorn cleared her throat before stepping forward to introduce herself. Just as she opened her mouth, the other pony spoke up.

"One moment dear, I'm in the zone, as it were! Almost done here!" she said, levitating a few needles and some golden thread from a nearby table with her magic before deftly sewing them through the drapes before her. Soon, a facsimile of Celestia's own cutie mark took shape. "There!" The mare announced, turning around to see her guests. "Now what can Rarity do-" she said, before suddenly recoiling mid sentence.

"Huh? What's wrong?" Twilight asked, giving herself a once over. Sure, she was a little dusty from earlier with Rainbow Dash and her mane was a bit tangled from that fight with those Heartless, but she thought she looked fine.

"Oh no, this won't do at all! Why, you look terrible, darling, that dirt all over you and your mane all tangled like that! You look like you've been rolling around in the dirt!" The unicorn, apparently Rarity, said, circling around Twilight.

"Heh, now that you mention it, I did have a little run-in with your local weatherpony," Twilight sheepishly replied, rubbing the back of her neck.

"Oooh, that Rainbow Dash!" Rarity shook a hoof in anger for a moment before suddenly reverting to her cool poise. "Well, not to worry dear, we'll have you cleaned up in but a moment!" She said, floating in some brushes from another room as she lead Twilight to a nearby chair.

"But I don't have time for this!" Twilight protested, "I've got to see to the rest of the preparations!"

The white unicorn gently but firmly sat Twilight down on the chair. "Oh, I couldn't possibly let someone go out in such a condition, especially on the eve of the Summer Sun Celebration!" she said, beginning to expertly run her various brushes through Twilight's coat and mane. "Now, what did you need to do?"

With a sigh, Twilight relented and let the other pony do her work. "Well, I was sent here from Canterlot to-"

The brushes suddenly dropped to the floor with a clatter. "[i]Canterlot?![/i]" the elegant mare exclaimed, suddenly inches from Twilight's face. "You must tell me all about it!"

"Uh, well, I," Twilight stammered, thrown by the abrupt change of topic and the excited pony right in front of her.

"Is it true they wear the most fabulous dresses there, a new one every day of the week!? I'm something of a designer myself! Just sit tight for a moment and let me show you a few of my own!" The white unicorn said, dashing towards a side door.

"Hey, wait!" Twilight shouted, her horn glowing as she quickly cast a spell. A shimmering barrier appeared over the doorway for a moment, blocking the white unicorn's way. The mare stopped mid run, before turning to look more closely at Twilight. A moment later she let out a self-deprecating laugh.

"Oh, how did I not see it sooner? I had heard the princess sent someone to oversee the preparations for the Summer Sun Celebration, and who else would she send but her very own apprentice? Well, I shan't keep you any longer, Twilight Sparkle. There's no need to worry about the decor, I promise I'll have everything ready by tonight! Ta ta!" Rarity cried turning back to her work. "Oh, and do remember to see me before you leave, we simply must talk about Canterlot!" she called, as Twilight dragged the still starstruck Spike outside.


	3. Chapter 3

I don't own KH or MLP, though I wish I did.

* * *

"So, what's next Spike?" Twilight asked her assistant, who was still unresponsive. With a sigh, she conjured a small orb of water. The cold liquid floated over the little dragon's head for a moment before splashing all over him.

"Huh?!" Spike shouted, coming out of his stupor. "What was that for?!" He cried, shaking like a dog as he splattered water all over.

"Oh, nothing!" Twilight replied with a slight smirk on her face, before getting serious. "Now come on Spike, we don't have all day and it's getting late. What's next on the list?"

Her assistant grumbled a bit before pulling a slightly damp scrap of paper out of his pouch. "Says here we have just one more thing to check, the music. Somepony named 'Fluttershy' should be in charge."

"Alright, where is she?" Twilight asked, already beginning to trot down the road.

"Let's see," Spike looked over his list once more before announcing, "Ah, it says her cottage is on the edge of the Everfree Forest."

The unicorn stopped dead in her tracks. "The... Everfree Forest?" she asked, a note of trepidation in her voice.

The little dragon looked up at Twilight, cocking his head in confusion. "Yeah? Is something wrong."

"Something wrong?" She repeated, a conversation running through her mind.

* * *

_It was the night before she'd left. Just after she'd put Spike to bed, Princess Celestia swept into the room. "Twilight Sparkle, I need you to promise me something," she said, her voice stern._

_"Anything, princess!" she happily replied, making sure to keep her voice down so as not to wake up her sleeping assistant._

_"While you're in Ponyville for the Summer Sun Celebration, do not go into the Everfree Forest," the princess commanded._

_"Um, I didn't exactly plan to," she replied, slightly confused. "But why? I thought it was just a part of Equestria that was different, not under our control."_

_Celestia shook her head. "Perhaps it was, once, long ago. But because of..." Her expression softened and for a moment, to Twilight's shock it almost looked like she was going to cry before she regained control. "Suffice to say, the forest is one of the few places where my light can't reach. It has become not just wild, but a dark, dangerous place. Remember your last encounter with the darkness." A shudder ran through the mare as she was momentarily lost in memory, before Celestia continued, "Now, promise me you will not enter."_

_"Alright, princess," Twilight said, nodding seriously. "I promise I will not go in the Everfree Forest."_

_"Good." A light smile graced the princess's face. "Now, I will let you get your rest. Good night, my most faithful student."_

_"Good night," Twilight echoed, as the alicorn left the room._

* * *

The young keyblade wielder shook herself out of the memory. "No, nothing's wrong," she finally replied, continuing down the path.

"Alright, Twi', if you say so," her assistant shrugged, running to keep up.

Soon, they were on the outer edges of the Everfree forest. The shade under the trees looked dark... unnaturally so. _"It should be fine so long as we don't actually go inside, right?"_ Twilight thought to herself. Eager to be done as quickly as possible, she set Spike on her back and began racing down the path, small trees blurring by. Suddenly, a strange clatter of metal on metal reached her ears, accompanied by the angry screeches of birds. A clearing opened up just ahead, revealing a yellow pegasus cowering behind a rabbit brandishing a carrot of all things like it was a sword, as birds of all shapes and sizes shrieked angrily above. Around them danced a group of strange creatures. Each looked as though it was clad in a dark blue bodysuit and wore a silvery helmet with a little plume. Wickedly sharp crimson claws tipped its arms and their black shoes ended with strange little curls. Twilight's keyblade flashed into being beside her, tightly gripped in her magic. At this, each of the creatures turned to her, their unblinking yellow eyes glowing. _"More Heartless!"_ the unicorn thought, noticing the little emblem on each of the monsters' chests. _"It's exactly the same as the one on that big Heartless from the farm!"_

As one, the monsters jumped away from the cowering pegasus, charging at the keyblade wielder. The little dragon clung to her back in fright as she quickly conjured a barrier, blocking a series of kicks and punches from the foremost of the Heartless. _"Ugh, there's no time to get him to safety,"_ she thought, shocking the offending creature with a yellow bolt of lightning the moment her barrier spell faded. It vanished into wisps of darkness, freeing the captive heart within. _"I'll just have to do my best!"_ she thought, before raising her keyblade with a shout of, "Slow!"

An image of the face of a clock appeared over the group of Heartless for a moment, as they began to move in slow motion. Caught in her magical field, Twilight's keyblade flashed into motion, decimating the monsters' ranks as it would sweep through the tight group before vanishing and reappearing beside Twilight to do so again and again. Suddenly, a cry of pain rang out as one of the armored Heartless raked its claws over Twilight's side, having snuck around while she was distracted. She stumbled for a moment, nearly dropping her weapon as her magic faltered in the pain. "Get away from us!" She heard Spike shout, before feeling a burst of heat as the little dragon blew a ball of flame right in the dark monster's face. It flailed around on fire for a moment, just long enough for Twilight destroy it with a great downward slash of her mystical weapon.

Carefully making sure there were no more of the beasts around, the young keyblade wielder finally let her weapon disappear in a flash of light. "Thanks, Spike," she softly said to the little dragon hugging her back tightly. Trying to ignore the pain in her side, she slowly walked over to the pegasus shuddering on the ground. The rabbit considered her for a moment before letting her pass.

"Hey, are you alright?" she said, carefully prodding the mare with a hoof. A little shriek of fear answered her. "It's alright now, I got rid of those monsters," Twilight said.

The pegasus slowly peeked out from under hooves. Seeing no more of the clattering monsters, she softly spoke,, "Oh, thank you, those monsters came out of the forest and started threatening all of the animals, and, oh my, you're bleeding!" Twilight turned to look where three red lines showed through her coat, slowly dripping blood down her side. Before she could reply, the pegasus quickly produced a bottle from a pouch on her flank. "Now, just one moment," she said, pulling the stopper off and pouring some of the clear liquid on the cuts. It felt cool and soothing, and under Twilight's eyes the wounds faded away, leaving no trace that they were ever there. "There, how's that?" The pegasus asked, putting away the bottle.

"Much better, thank you!" Twilight happily announced, twisting her side without pain. "That was some high quality healing potion, you didn't have to waste it on some little cuts like that."

"Oh, I have plenty," the yellow mare softly replied, "I make it myself at home to use whenever the little animals get hurt." She let out a little gasp. "I forgot to introduce myself, I'm Fluttershy." The rabbit poked her with his carrot. "And this is my little friend, Angel! Isn't he adorable?"

"Uh, sure," Twilight said, noticing the irate little bunny. "I'm Twilight Sparkle. The princess sent me here to make sure everything goes smoothly for the Summer Sun Celebration. You're in charge of the music, right?"

"Yes!" Fluttershy replied, a note of excitement entering her voice. "I was out practicing with my little bird chorus when those monsters came out of the forest and attacked! Thank you so much for rescuing me!"

"You're welcome. Are you going to be ready for the celebration in time?" the keyblade wielder asked.

"Um," Fluttershy looked to the birds sitting on branches above her, who trilled happily and nodded. "Yes! Oh, I should get back my cottage to get ready," she softly said, already getting up and beginning to walk away.

Twilight looked around, seeing little yellow eyes peering out of the shadows of nearby trees. "Hey, wait!" she found herself saying on impulse. "Um, why don't you stay with me in town? The princess set me up a place to stay in the Ponyville library and I'm sure we have plenty of room to spare!"

The yellow mare shook her head. "Oh, I couldn't impose like that..." The little rabbit poked her in the leg and shook his head vigorously. "But I guess I should. It is rather dangerous out here at the moment."

As they quickly began trotting back towards Ponyville, Fluttershy's voice rang out, "Oh my, a baby dragon!"

* * *

"And that's my whole life up until today!" Spike announced as they walked the streets of Ponyville. The sun had set but a few minutes ago and stars were already beginning to shine in the clear night's sky. "Do you want to hear about what I did today?"

"I'd love to!" the yellow mare breathlessly said, completely enthralled by the little dragon's tale.

Spike cleared his throat before continuing, "Well, first we-"

"Ah, here we are!" Twilight quickly cut in, gesturing to the huge tree before them. She did _not_ need to hear about their crazy day all over again. "Golden Oaks Library!"

"Thank you again for letting me stay here," Fluttershy said, "I don't know what would have happened if I had tried to sleep in my cottage tonight."

"It's no trouble at all!" Twilight replied, walking over to open the door. Strange, all the lights were off and she could hear some scuffling, _like things moving around_! Motioning for Fluttershy and Spike to wait quietly, the young keyblade wielder carefully crept inside, her weapon materializing beside her in small flash of light. "Whoever's in here, come out where I can see you!"

The lights suddenly came on, blinding the unicorn for a moment as she heard a great shout of "Surprise!" Blinking away the momentary blindness, a whole herd of ponies packed into the library slowly came into view. She recognized several of the ponies she'd met that day, grinning at her.

"Hi, I'm Pinkie Pie! I set this party up just for you! Did we surprise you?!" A bright pink earth pony popped up right in front of Twilight, a huge grin on her face. The unicorn yelped and fell onto her hindquarters, her keyblade vanishing. "Wow, guess we did!" The hyperactive mare exclaimed happily. "Remember, I was there when you first got here! You were all like, 'Hi!' and I was all like, 'GASP!', and then I ran off to get your welcome party ready, because you were obviously new since I know everypony in Ponyville and I don't know you! Well, what do you think? Isn't it great?!"

Twilight looked around. There were lots of ponies milling about, eating, drinking, and having fun. "I guess it is," she finally said. "I was just kinda hoping for a quiet night before the Summer Sun Celebration tomorrow though."

"Aw, that's boring! You'll way more fun now and meet all these ponies and be their friends!" A thought seemed to occur to the pink motormouth. "I'll be right back, you're gonna love my cupcakes!" She yelled, running off into the crowd.

A group of her... acquaintances walked up to Twilight after Pinkie was gone. "Heh, Ah see you've met our resident party pony," Applejack said, "What do you think?"

Twilight watched as the pink pony slipped and jumped her way through the crowd. "...is she always like this?"

"Oh yes," Fluttershy said, her voice barely audible over the murmur of the gathered ponies. Apparently she and Spike had made their way inside after it was clear it was safe. "Pinkie's very nice, though. She helped me get started when I first came to Ponyville."

"Yes, even I must admit that Pinkie is a good friend, though she is rather..." Rarity searched for the right word. "Excitable."

"Well, she's not quite as awesome as I am," Rainbow Dash claimed, earning an eyeroll from the elegant unicorn, "But her parties are the best!"

"Aren't they though?!" the pony in question happily exclaimed. She had a tray with drinks and cupcakes balanced on one hoof. "Here you go!" She cried, stuffing one into Twilight's mouth. The keyblade wielder reflexively bit down, before her eyes widened comically. It felt like her mouth was on fire!

"Water!" she shouted, quickly floating over one of the glasses of punch and gulping it down.

"Aw, you don't like my special jalapeno frosting?" Pinkie asked, happily eating a whole cupcake in one bite. "Mmm, delicious!"

"I think they're great!" Spike munched his way through one of the pastries, reaching for another. A purple glow enveloped the tray, lifting it just out of his reach.

"That's enough for now, Spike," Twilight wheezed, "And sorry, Pinkie, but I just don't like spicy food that much. I think I'm just gonna go lay down upstairs for a while." She turned around to find Pinkie somehow already there!

"Aw, don't leave!" she pleaded, "I made this party just for you! I've got games planned, and not-spicy-I-promise food, and drinks, and everypony's already here!" Pinkie waved her hooves around.

"Well..." Twilight murmured. She looked around at the other four mares, who clearly wanted her to stay and have fun.

"Please, Twilight? For me?" Spike asked, breaking out his puppy dog eyes again.

After a moment, the purple pony sighed. "Alright, I'll stay," she relented.

"Yay!" Pinkie cried, jumping up excitedly. "Let introduce you to everypony! This is the mayor, and here's..."

As the pink pony showed her around, Twilight thought, _"Maybe having friends isn't so bad after all."_


	4. Chapter 4

"_I hope everything turns out to the princess's liking,"_ Twilight anxiously thought, looking around the celebration hall, which had turned out to be Rarity's shop. A few of her new... friends, yes, her friends had run off to do their individual tasks after the party wound down a bit. Her welcoming party had been fun, if a little foalish. Seriously, pin the tail on the pony? Who plays that these days? She was standing near the front of the gathered crowd, along with Rainbow Dash, Applejack, and Pinkie Pie. On the edges of the crowd, Fluttershy coaxed her gathered flock of birds into song while Rarity waited up on the balcony where Princess Celestia was to appear, ready to pull the curtains.

As Pinkie chattered on about how excited she was about all this, doubt wormed its way in the young keyblade wielder's heart. Should she have canceled the event after all? She'd had to deal with two groups of Heartless today already, but then again, they were on the outskirts of town, and one was near the Everfree Forest at that. "_Oh, I hope the princess won't be mad that I kinda bent my promise,"_ she fretted, before looking up as a familiar voice began to speak to the crowd.

"Fillies and gentlecolts," an amber coated earth pony wearing glasses began from a stand built above the crowd.

"_Now where did I see her before?"_ Twilight wondered before remembering, "_Oh, right, Pinkie introduced me to her at the party!"_

"As mayor of Ponyville it is my great privilege to announce the beginning of the Summer Sun Celebration!" She grandly began to the cheers of the crowd. "In just a few moments, our town will witness the sun rising into the sky once more and celebrate this, the Summer Sun Celebration! And now, it is my great honor to introduce to you the ruler of our land, the pony whose light keeps the darkness at bay, she who has graced our celebration with her very presence, the bringer of harmony, the wise Princess Celestia!" she cried as the chorus of birds began to trill beautifully and Rarity pulled her the rope near her. The curtains parted to reveal... nothing! Gasps and murmurs ran through the crowd as a cold wind suddenly blew through the hall. "Please remain calm!" the mayor called, "I'm sure there's a reasonable explanation for all this!"

Twilight's keyblade flashed as it appeared beside her. "Something's coming!" She said lowly so as not to start a panic. The keyblade wielder looked around but didn't see anything.

Pinkie rolled her eyes. "Duh, of course something's coming. We just had dramatic wind at a big event!"

"What'd ya mean? What's coming?" the apple farmer asked, taking her lasso out from where she'd been hiding it under her hat.

"I don't know!" Twilight hissed back. "Everypony, stay close to me! Spike, that means you!" The little dragon meekly nodded, remembering their fights with the Heartless earlier.

Suddenly, what looked like liquid darkness erupted on the balcony. Rarity shrieked in fear before practically diving over the side. Only Rainbow's quick reflexes saved her from some broken bones as the pegasus jumped into the air to catch the falling fashionista. The darkness began forming into a round shape, sort of like a doorway as the rainbow maned mare circled back around, landing before Twilight and her friends. "Um, thank you," Rarity embarrassedly said.

"No problem, it's my duty as a reserve member of the Royal Guard!" the pegasus mare proclaimed.

Fluttershy meekly made her way through the panicking crowd towards them, "My goodness, I'm glad you're alright," she murmured as Mayor Mare's voice rang out again.

"Everypony, please remain calm and head for the exits in an orderly fashion!" She cried, pointing the way out with a hoof. Almost as one, the herd surged towards the doors, only to suddenly stop short as huge, dark purple-suited humanoids appeared in the way.

"More of 'em!" Applejack and Twilight cried out, recognizing the creature they'd fought together in the barn back at Sweet Apple Acres.

"Oh no, I can't have my subjects leaving," a voice said, silky and low but somehow heard by everypony in the room. Twilight looked up to see a pony, clad in dark armor with what the keyblade wielder now thought as the Heartless emblem stamped upon it, stepping out of the dark portal above, flanked by more dark creatures, large black orbs with tendrils of darkness floating away from them. They were little more than horrific faces with gaping jaws that snapped at the air hungrily. With a gasp, Twilight looked upon the black coated pony and realized that she had a long horn and wings, _just like Princess Celestia!_ "After all, it's been so long since I've seen your little light loving faces!"

"Who are you and what have you done with Princess Celestia!?" Twilight angrily shouted, brandishing her keyblade threateningly.

The dark alicorn laughed bitterly. "It is true, isn't it? That sister of mine really did suppress all knowledge of me, didn't she?" A gasp ran through the crowd at the word, 'sister', "After all, we can't have a bit of darkness in our bright Equestrian history, now can we?!" she cried as lightning struck outside and the gathered ponies below cowered in fear.

"But don't worry, your precious princess is still alive, for now. And who might you be? No, wait, let me guess. Celly's little pet, right?" A cruel smirk crossed her face as Twilight grit her teeth in anger. "She told me all about you, Twilight Sparkle, and your little episode with the darkness. Oh, this should be fun!" She cried, turning back to the portal. Just before stepping in, the dark alicorn called back, "When you're done with my little minions here, come find me at the old castle in the middle of the Everfree Forest. I'm sure we have much to discuss, little keyblade wielder. And as for who I am..."

A pitch black keyblade curved like the moon materialized beside the alicorn. Razor sharp spikes sprouted from the edges and shadowy flames danced down the length of the blade. "I am your true queen, Nightmare Moon!" she cried, laughing madly as she slowly walked back into the portal of darkness, which vanished behind her. The floating orbs of darkness remained still for a moment before diving down into the crowd, snapping their jaws as the fat heartless began throwing bone-shattering punches at anypony in range.

* * *

Twilight looked on in horror as one of the Darkballs bit down on a screaming unicorn's flank, her cutie mark of a harp disappearing under a stream of blood before the mare went shock still. Her body slowly faded away, leaving behind a crystalline heart. Darkness enveloped the hovering heart before it suddenly transformed into a Heartless.

"No, no, no, this can't be happening!" Twilight whispered, watching the newborn Shadow creep towards her. She could dully hear Spike saying something atop her back, but it didn't seem to matter right now. She'd failed, and ponies were dying because of it! She knew she should have canceled the event, but she'd been too worried about failing and just forged on recklessly! Suddenly, a rope looped around the Heartless and pulled the struggling monster back.

"TWILIGHT!" she heard Applejack's voice shout over the screaming of the panicking crowd, "Snap out of it! We need ya right now!"

The young keyblade wielder looked up to see her friends fighting back against the Heartless. Applejack was struggling to hold the squirming Shadow back as Rainbow Dash crashed into one of the fat beasts near the doors, driving it back with a flurry of punches and kicks to the face. Pinkie almost seemed to dance around one of the floating orbs of darkness, distracting it just long enough for Rarity to lance it with a conjured spike of ice. Fluttershy was pulling more potions from the pouch at her side, tending to the wounds of the injured ponies around her.

Twilight shook her head. Applejack was right! She couldn't just stand around when others were in danger! With a flash of light, Twilight's keyblade reappeared beside her. "_I'm sorry,"_ she thought, sweeping her weapon through the remains of the former pony, destroying the dark creature, before raising her weapon high into the air as she channeled her energy for a powerful spell.

"Bindra!" she shouted, the brilliant light around her horn shooting out at her foes. Glowing purple chains erupted from the floor, encircling the dark beasts before dragging them to the ground. Twilight quickly aimed her keyblade at the large Heartless blocking the main door before letting it fly like a purple missile. The monster almost seemed to explode as the powerful magic surrounding the weapon crashed into it. "Hurry, get everyone out of here!"

"I can do better than that!" Rainbow Dash cried, rapidly punching one of the trapped large Heartless directly in the face with one of her hooves over and over again. The creature let out a groan before fading away.

Channeling another ice spell at one of the snapping dark orbs, Rarity grumbled, "How undignified."

"Who cares, so long as it works!" Applejack shouted back, bucking one of the chained balls with powerful strikes from her hind legs until it vanished into wisps of darkness, as a huge red stallion beside her did the same to a Shadow threatening a filly with the same colored coat as the apple farmer.

Pinkie seemed to be popping up all over, dispatching Heartless with her own confusing moves. "Here I am!" she cried, before suddenly appearing on the other side of one of a bewildered Shadow. "No, wait, here I am!" A cannon with the pink pony behind it appeared out of nowhere, blowing the monster away with a burst of what _appeared_ to be confetti. "Hah, tricked you, I was right here all along!"

Twilight grinned. They were really doing this! "I won't let you hurt anyone else!" She shouted, advancing upon the last of the darklings as her keyblade began glowing ever brighter. With a great cry of "Light!" the keyblade wielder brought her weapon down on the creature just as it broke free. A sphere of pure light enveloped the beast before fading away, leaving no trace it was ever there. Panting, she turned to look at the crowd of awestruck ponies.

"Wow, that was, like, twenty percent cooler than anything I've ever seen," the rainbow maned pegasus shouted.

Twilight shook her head, suddenly feeling very tired, her keyblade vanishing as the current threat was gone. "Hey, Twilight, are you ok?" Spike asked. Funny, she'd almost forgotten he was on her back the whole time. "Twilight?"

A bottle was pressed up against her lips. "Here, drink this," she heard Fluttershy say. Dutifully swallowing the minty fluid, the unicorn suddenly felt revitalized.

"Thanks," she said as the yellow pegasus smiled shyly, putting away the empty bottle of Ether. "And yes, I'm fine now, Spike."

The little dragon hugged her neck tightly. "Don't scare me like that, alright?" Twilight nodded, hugging her assistant tightly.

"So, Twi', what should we do now?" Rainbow Dash asked, landing near their little group as other ponies began congregating together, trying to find all of their friends and loved ones. All of her friends looked at her expectantly.

"Why are you all looking at me?!" Twilight exclaimed. "I failed! I should have canceled this whole thing from the very start!"

"There's no way ya could have known this would happen." Applejack shook her head.

"Yeah, it's totally not your fault!" Pinkie shouted. "I mean, it's not like there were warning signs or-"

"Indeed," Rarity quickly cut in. "As the mayor seems to be… _missing_," she said delicately, "And with you as the princess's apprentice and appointed overseer, it falls to you."

Twilight's face seemed to fall for a moment before she nodded seriously. "Right. Attention, everyone!" she loudly yelled, as everyone turned to look at her. The unicorn gulped nervously before continuing. "I know you're hurt, tired, and frightened, but we all need to work together, ok? I want you to count everyone so we know who's… missing. You should be safe here for now, but if you need to go out, do not go out in groups smaller than three! If you see any Heartless, work together and strike as hard as you can! Don't try to run, they don't get tired and they don't give up! I know we can get through this if we work together!"

As her friends volunteered to begin counting heads, Twilight turned to her assistant, "Spike, I need you to write another letter."

"Right now?!" the little dragon exclaimed. "Fine, to who?"

"My brother. Can you do that?" She asked, as Spike nodded in comprehension. He produced another piece of paper from his little bag as Twilight began. "Shining Armor, we have a huge emergency in Ponyville. I don't know if you know this yet, but Princess Celestia appears to have been kidnapped by a pony calling herself Nightmare Moon. She has wings and a horn much like the princess, and appears to have strong powers over darkness. She even seems to be able to command the Heartless! Please send all the guards you can spare. Nightmare Moon fled into the Everfree Forest after appearing at the Summer Sun Celebration and unleashing a swarm of Heartless upon us. I defeated them with help from some local ponies, but we took several casualties. I'm going after her. Your sister, Twilight Sparkle."

"…sister, Twilight Sparkle," Spike repeated, before realizing what he'd just written. "Wait, are you crazy?! Twilight, this is obviously a trap!"

"Of course it's a trap!" Twilight shouted. A few ponies looked at her curiously as she continued more quietly, "But if I don't go after her, Nightmare Moon might send more Heartless here and we don't need that right now. And if the princess is missing, I need to rescue her, even if it means walking into a trap! Just send the letter, alright Spike? Please?" The little dragon frowned, but did as she asked, blowing magical flames over the paper. The ashes floated away through a nearby broken window. "Now, I need you to stay here, where it's safe."

"But, Twilight," Spike began.

"No buts! This is just something I need to do, and I can't watch over you and fight at the same time. And don't tell anypony, alright, Spike?" Twilight said, her voice serious.

"Alright," Spike sighed. The keyblade wielder nodded, before running off into the night. After watching the purple unicorn fade into the distance, the baby dragon turned to see Applejack looking at him, disappointment written all over her face.


	5. Chapter 5

Not my franchise, don't sue, etc.

* * *

Hundreds of lights streaked through the clear night sky above, as a young keyblade wielder galloped toward the Everfree Forest. "_Why is there a meteor shower, tonight of all nights?"_ Twilight wondered, slowing as she reached the outer edges of the forest, panting from the exertion. Stopping a moment to catch her breath, she looked up at the vast expanse of falling stars. "_Is this connected to the Heartless and Nightmare Moon?"_ She shook her head clear of the distractions. "_Either way, I need to get going."_

Carefully, she began following the dirt path into the forest. Within moments she was deep inside. Strange, she hadn't encountered any Heartless yet. She'd half expected to be swarmed with Shadows the moment she stepped inside, but aside from some yellow eyes in the distance she hadn't seen any trace of them. Their absence only made the young keyblade wielder more nervous, and if the edges of the forest were frightening, actually being inside was a hundred times worse. In the day and at a distance, the trees had looked dark and foreboding, but now, up close in the darkness, they looked downright evil. It was as if someone had designed their limbs to resemble grasping claws, and the knots on their trunks looked like leering faces! Forcing down a shudder, Twilight began to trot past one of the twisted trees that overshadowed the path.

On instinct, the mare whirled, her keyblade aglow with purple magic as she blocked a slash from those horrible clawed tree limbs! She grunted, straining against the sharp branches before throwing them aside. "_What the hay?!"_ she thought, backing away as the tree slowly uprooted itself. A familiar emblem emblazoned itself on the fake tree's trunk as yellow lights glowed in its eye sockets. "_More Heartless!"_

Twilight's horn glowed as she unleashed a quick spell, lightning arcing from her keyblade to the false plant. The creature simply began to creep forwards, not even noticing the electrical assault. "It's immune!?" she exclaimed incredulously. The keyblade wielder thought for a moment, before raising her keyblade once more. "_It's based on a tree, so it should be vulnerable to fire. I've just gotta be careful, I don't want to set the whole forest on ablaze!"_

With a cry of "Burn!", crimson flames erupted from the tip of her keyblade, engulfing the menacing Heartless. It let out a keening wail as the fire spread all over the creature, before it vanished into wisps darkness. "Well, that wasn't so bad," she muttered. As if on cue, more trees along the path began to uproot themselves as dozens of Shadows gathered under their branches. "I just had to say it." The lesser Heartless swarmed towards the young keyblade wielder as she began casting another spell. "Slow!" Just as in earlier that day, an image of a clock appeared momentarily as the swarm's movements slowed to a crawl.

"Thunder! Thunder! Thundara!" Twilight shouted, forcing out more and more lightning as she tried to obliterate the oncoming swarm. Shadows vanished under the coruscating bolts of energy, but they just kept coming! As the numbers of the smaller Heartless finally began to thin, a branch came up from behind, clawed tips scoring the keyblade wielder's back. A cry of pain broke out as she was forced to break off her spell. More Shadows began to circle around her as the wooden Heartless came ever closer. Twilight's eyes widened with fright as the dark creatures suddenly pounced. Pouring all of her power into a single spell, the unicorn shouted, "Barrier!"

A transparent dome snapped into being around around her, as the Heartless's wicked claws rebounded off of it. "_Oh Celestia, I'm trapped! Why did I run off like that? I'm so stupid!"_ Cracks began to appear in the magical shield as the Heartless continued their relentless rain of blows. Anger suddenly welled up in the mare as her fear and frustration grew. "No, I won't die here to these stupid Heartless! I can't let Nightmare Moon win! I refuse!" An aura of darkness began to grow around her body as she roared, "**I won't!"**

The barrier suddenly shattered, but Twilight wasn't there. A keyblade shrouded in dark purple energy suddenly blew through one of the Heartless trees, shattering it with a crack. Splinters rained down upon the forest floor as a pony clad in dark energy materialized in the air above, her keyblade beside her. Pointing it at the swarming monsters, she growled, "Dark Firaga!" Black fireballs burst from the tip of her blade, screeching through the air to their targets below. Shadows and false trees alike were obliterated under the barrage of black magic, yet more swarmed in out of the shadows, the clattering armored Heartless mixing in now as well.

Twilight grinned as she dove to the ground. She was stronger now, faster. Without even bothering with telekinetic tricks, the darkly glowing mare slashed her way through the endless hordes, her keyblade tightly gripped in her mouth. "Dark Break!" she cried, vanishing into the darkness before reappearing over one of the clattering Heartless. With a shout of exhilaration, she crashed back to the ground, obliterating the monster with her Keyblade.

Silky laughter echoed in the forest as the Heartless suddenly drew back into a ring around the darkly shrouded keyblade wielder. "Very good, just what I need in an apprentice." A voice said.

"Nightmare Moon," the unicorn growled around the handle of her weapon. "Show yourself and let's finish this!"

Laughter filled area once more. "Isn't the darkness wonderful? It makes you stronger, feeds off your rage! You've felt it before, I know. So much better than your princess's light, isn't it?"

The echoing words awoke something in Twilight. "_What am I doing?!"_ she thought as the dark energy around her began to fade. "Never! The light will always triumph over the darkness!"

"Oh, will it?" the voice mocked. Before Twilight, dark energy suddenly gathered, coalescing into an image of Nightmare Moon, wispy and transparent. "If you could see poor Celly right now, you might disagree. Still, I am pleased with your fine work, my apprentice. In fact, I'm going to give you a gift!" A beam of black energy shot from her ethereal horn towards Twilight. The darkness flowed around the mare's neck before solidifying into a necklace of cold, black metal, with her own cutie mark set in dark purple crystal.

"What is this?! What did you do to me?!" Twilight shouted, struggling with the thing around her neck. Now matter what she did, it wouldn't come off!

The transparent pony laughed wickedly. "Oh, you'll find out in time. Now, fight on, my little pony! Abandon that feeble light and embrace the darkness forever!" The Heartless began to close in from all sides as the image of Nightmare Moon vanished in a swirl of dark power.

* * *

As the Heartless closed in, Twilight's keyblade swept out in a circle, banishing the weaker beasts while beating back the stronger. Charging her keyblade with what little power she had left, the keyblade wielder threw it forward, bowling aside her foes as she raced after the flying weapon. More claws swept over her sides, nearly making her stumble from the pain. Fleeing blindly in fear and pain, she soon found herself trapped against a cliffside with Shadows closing in. They would have been easy targets for bolts of lightning, plumes of fire, or lances of ice, but Twilight's magic was spent. Parrying a jumping slash with the keyblade gripped in her mouth, she looked about for another way out, seeing nothing but more monsters. The darkness felt so close now, and the light so far away. Unseen, a dark aura seemed to spread from the necklace. It would be so easy to just tap into the darkness and obliterate all of her foes...

"_No!"_ she wildly thought, banishing the offending Shadow with quick twist of her weapon. "_I won't use it again! There has to be another way!"_

"Twilight!" She heard a familiar voice call from above. She looked up to see a rainbow comet streak through the air and a glint of light from a falling bottle. Even in her weakened state, it was mere child's play to catch it and bring it close so she could read the label. _Elixer_

"_Ugh, this doesn't help!"_ she thought, gritting her teeth as she blocked another claw strike from the vicious Shadows. "_I don't have any time to drink it!"_

Almost as if in response to her thoughts, she heard a chorus of voices shouting taunts from the other side of the Heartless swarm. The monsters seemed to hesitate for a moment as their heads turned towards the newcomers. Seeing her chance, the unicorn desperately pulled the cork free and gulped down the magical fluid. Energy swept through her body as the cuts on her back and flanks knit themselves back together. Her keyblade shone with power as she thrust it into the air. "Zero Gravity!"

The Heartless around her suddenly found themselves floating in the air, caught in a field of negated gravity. Running under the helplessly flailing beasts, Twilight found herself coming face to face with her rescuers. "You, you came after me!" she said, unshed tears welling up in her eyes.

"Course we did! We're your friends, Twi'!" Applejack exclaimed, sweeping her in for a quick hug.

Rainbow Dash landed before them, clad in several golden plates of light Royal Guard armor. "Totally!"

"Why, of course," Rarity calmly stated, as if it were the most natural thing in the world, as she conjured several hovering needles of ice..

"Oh yes, we couldn't let you come out here all alone," Fluttershy softly said, getting out some more potions, just in case.

"Er, gals, I hate to interrupt but we still have the Heartless to deal with," Pinkie said, a deadpan expression on her face as she pointed at the oncoming tide of darkness.

"Right!" the ponies shouted, arrayed for battle.

Against six friends united, well, the Heartless didn't really stand much chance at all.

* * *

"So, everypony's safe in town?" Twilight asked as they ran down the path.

Rainbow blurred ahead for a moment, punching one of those snapping balls of darkness with an armored hoof as it appeared out of the shadows. "Of course! I wouldn't leave my post if it wasn't safe." The Darkball shuddered another hoof strike before disappearing. "Sorry it took so long for us to get out here, I had to get my old guard armor first!"

"And Spike? Where's he?"

"My big bro volunteered to watch over all the foals. Your little dragon's with him!" Applejack looped her lasso around another of the Heartless, binding it just long enough for Rarity to impale it with another shard of ice. "Don't ya'll worry none, there ain't no Heartless that can beat Big Mac!"

"Yeah, little Spikey-wikey's fine! And I gave him all the jalapeno cupcakes he could eat!" Pinkie chimed in.

Rarity spoke up, "My dear, I've been meaning to ask, but wherever did you find that necklace?" Twilight stumbled for a moment as the fashionista continued, "Now, I'm not saying it doesn't go with your coat fabulously, but there's something... I don't know, it just seems a little off."

The keyblade wielder hesitated. "_Should I tell? What if they think I'm tainted by the darkness, or... No, they're my friends now! I can't lie to them like that! Maybe I just won't say everything..."_ Twilight looked around for more Heartless before clearing her throat. "Everypony, wait a second, I have something important to say."

She explained everything that had happened, with her fighting off the Heartless and talking to Nightmare Moon, having the dark piece of jewelry put on her, to when she met up with the other mares, leaving out the part where she'd used the darkness to devastate the Heartless horde.

"Oh, we have to get that off, quick!" Fluttershy said, reaching for the darkly shining necklace. A small bolt of dark energy shocked her hoof as she neared the black metal. "Ow! That hurts!" she exclaimed, cradling her aching limb.

"Hey, what'd ya do that for!" Rainbow shouted, getting into Twilight's face.

"It wasn't me, it was the necklace!" she cried, tearing at the accursed item, to no avail.

"T'weren't nopony's fault." Applejack shrugged. "So nopony needs to worry about it."

Rainbow Dash mumbled an apology as Rarity peered closer at the accessory, keeping a respectable distance. "I've never seen a magical item like this before. I think we should let it be for now, there's no telling what might happen if we try to force it off."

"Messing with evil artifacts of doom that we know nothing about is a bad idea, blah blah blah!" Pinkie dismissively said, bouncing over to the yellow pegasus. "Hey, you ok?"

Fluttershy nodded and slowly got to her feet. "Yes, I'm fine. Sorry for worrying you."

The pink pony laughed. "Aw, it's no trouble at all! Well, come on, what are you all waiting for?! Let's get going!" she cried, jumping up and bouncing down the path.

Together, the six friends began moving ever deeper into the corrupted forest...

* * *

"Ready, Rarity?" Twilight asked, pouring more power into spell she was casting.

The other unicorn nodded, her eyes closed as she concentrated. "Whenever you are, darling!"

At this, Twilight released her magic. "Freeze!"

Supercooled energy ran down the length of Twilight's keyblade before shooting out into the middle of the raging river in their way. Rarity's own horn began to glow as she shaped the wintery magic, spreading it out in thin, long line that stretched from their side of the water to the other. A sharp hissing reached the ponies' ears as an ice bridge about three feet wide was snap frozen into being.

"That was totally awesome!" Rainbow Dash shouted, jumping up into the air.

Fluttershy got out two more mana restoring potions, but Twilight shook her head. "We need to save 'em for an emergency, alright?"

"Um, are you sure?" the pegasus hesitated, still holding the bottles.

"Ooh, Twilight's right," Rarity unhappily answered, sighing as she shook off the magical fatigue. The yellow pegasus nodded as she reluctantly put away her medicine.

Pinkie trotted out on the bridge, leaping a few times. "Yep, all ready to go! Hey, do you think maybe we could make some ice cream later?!" Cracks began to spread from under the excited pony's hooves. "Because I heard that if you make ice cream while it's really, really cold-"

"Pinkie, move!" Twilight shouted, running down the slippery bridge as fast as she dared, Rarity and Applejack galloping behind her. Pinkie looked down before letting out a shriek. The pink pony raced towards the other side fast as her hooves could carry her. Just as they set hoof on the riverbank, a loud crack filled the air. The keyblade wielder looked back to see the ice bridge begin to break up into big chunks before floating out of sight down the river.

Rainbow and Fluttershy landed near the four panting ponies. "So, ice cream, yes, no?" Pinkie asked as soon as she caught her breath.

"You almost drowned and all you can think about is ice cream?!" Applejack incredulously exclaimed, shaking her head.

"What? Ice cream is important!"

Twilight laughed wearily. "You know what, Pinkie? After we beat Nightmare Moon and rescue Princess Celestia, we'll make you all the ice cream you can eat!"

"Yay!" The joyful mare jumped in excitement. "Let's get going then!"

As the girls began walking down the path once more, Rarity leaned over to the keyblade wielder. "You might regret saying that," she whispered.

"Huh? Why?" a puzzled Twilight asked. "Is she a picky eater or something?"

Rarity tittered elegantly. "Oh no, quite the opposite! Pinkie Pie is a, how to put this, _voracious_ eater when it comes to sweets. We might be making quite a bit of ice cream after this is all over."

"Oh, sorry," the other unicorn sheepishly apologized, "I guess I shouldn't have volunteered you like that."

"It's quite alright, darling, I don't mind," the fashionista reassured, "I just felt you should know what you're getting yourself into, that's all."


	6. Chapter 6

"Ah don't like this, not one bit!" Applejack huffed as they trotted down the path, the crumbling castle looming in the distance.

"I don't mind at all, these Heartless are really vicious. Oooh, I hope the little animals are okay!" Fluttershy worriedly resorted the bottles in the pouch at her side. "I'm starting to get a little low on healing potions, anyways."

"Ah'm just sayin', it's suspicious. We haven't been attacked by any Heartless ever since we crossed the river!" The farmer stamped her hoof in frustration. "What if Nightmare Moon's trying to trick us into getting careless then dump a whole swarm of monsters on us?"

"Psh, like any old regular Heartless could beat me!" Rainbow Dash exclaimed. "Hey, I'm gonna scout ahead a bit, you guys wait here!"

"Rainbow, no!" Twilight shouted, but the pegasus was already out of earshot. A dark mist arose from the ground, hiding the distant pony from view.

Applejack said the only thing appropriate to the situation. "Horseapples."

* * *

"That Rainbow Dash!" Rarity exclaimed as their miniature herd, minus their self-proclaimed coolest member, rushed into the obscuring mist. "Why must she be so reckless?!"

"Because she's Rainbow Dash?" Pinkie replied, as if it were the most obvious thing in the world.

"Stick together, everypony!" Twilight cried, her horn glowing as she tried to conjure some light to dispel the mist. It took her a few tries, but she finally managed to get the spell going. The mist cleared slightly, recoiling from the light, but a worried frown crossed the keyblade wielder's face. "_Ugh, why was that so hard? I could usually cast that spell in a second! Is it the mist or did my use of the darkness ruin my ability to use the light? It could be this stupid necklace too!"_ A shout from the missing pegasus broke Twilight out of her introspection. "Rainbow Dash!"

There was a sound like a great rushing wind, then a smack of flesh on metal before a rainbow colored meteor crashed into the dirt behind them, the shockwave from the impact blowing away the mist. "Did anypony catch the name of that train?" the pegasus moaned before passing out as Fluttershy practically pounced on her. One of her armor plates was heavily dented. As the mist cleared, it became clear that they were on the edge of a great chasm with a sheer drop only ten feet away!

Twilight shuddered. "_If that mist hadn't cleared away... I don't want to think about it!"_ She turned to where the yellow pegasus was tending to Rainbow Dash. "Is, is she going to be alright?" Fluttershy nodded slightly, carefully pouring potions down the wounded mare's throat.

"TWILIGHT!" She heard Pinkie desperately shout.

Turning to see what would frighten the happy-go-lucky mare so, Twilight's jaw dropped. "No, it can't be..." she trailed off as a massive head covered in dark tendrils floated up out of the chasm. Yellow eyes glared at her as an incredibly heavily muscled humanoid chest came into view, covered in black skin. Relatively small limbs, like parodies of wings, sat unmoving on its back. Two arms the size of tree trunks hung at the creature's sides, with clawed fists that undoubtedly matched the dent on Rainbow's armor. The abdomen was mostly missing, as a large hole in the shape of a heart went all the way through the creature. Powerful looking legs tapered bizarrely down to short, thin feet. "Impossible! She promised me I'd never see one again! She promised!"

Mocking laughter filled the air as darkness gathered on the Heartless's shoulder, forming into a portal. "Well, let's just say that my sister never was very good at keeping her promises," Nightmare Moon said as she slowly stepped through the portal. "Oh, I see you've managed to gather some minions, my little apprentice! Very good! I'm sure they'll come in handy, after all, one can never have enough pets. Isn't that right, my little Darkside?" The dark alicorn laughed, stomping her hoof down on the massive abomination's inky black skin. If the creature felt it, it gave no sign. "Mmm, I think this shall do rather well for a final exam, don't you agree?"

"I'm not your apprentice, Nightmare Moon!" Twilight shouted, her purple keyblade appearing beside her as she settled into her battle stance, Pinkie, Rarity, and Applejack at her sides.

"Oh, you aren't? Then why do you take after me so much more than your precious princess?" The dark mare laughed as Twilight glared. "Ooh, such a fierce look on my little apprentice's face! Well, I had best be going, I do have other things to see to, after all. Try not to die, little unicorn! After all, keyblade wielders are so hard to find these days!" she cried, vanishing into her portal of darkness. The moment Nightmare Moon was gone, the Darkside began to pull back an arm, darkness swirling about it...

* * *

"Scatter!" Twilight shouted as the fist came crashing down, just barely missing them as the ponies dove for safety. The Heartless's arm sank into the ground, darkness spreading from it like creeping goo. Shadows rose from the darkened earth, leaping up to attack the party.

"_It's just like before..."_ Twilight thought as the lesser Heartless were distracted by Pinkie Pie's antics before being peppered by Rarity's ice needles and bucked into oblivion by Applejack's hooves. "Everypony, listen! I've seen this kind of Heartless before! They're big and strong, but their attacks are slow and predictable. Rarity, focus on its face!" The elegant unicorn nodded as she prepared another spell of ice. "Applejack, Pinkie, try to attack the arms if you can, but be careful!"

"Whatever ya say!"

"Okie dokie lokie!"

"_Right, now I just have to focus and not have a panic attack,"_ the keyblade wielder thought to herself as she shivered for a moment before grimacing. "Better not chance another light spell." The unicorn's her horn began to glow. "Fira!" A hot ball of fiery magic streaked through the air to impact on the Darkside's face. The giant's fist emerged from the ground as the monster reeled, knocked off balance. Applejack and Pinkie Pie shared a look and nodded. With the farmer's rope held taut between them, the two earth ponies ran forward, tripping the massive Heartless. The dark abomination stumbled to its knees, as Rarity sent a storm of large ice shards into the creature's head. A few of the black tendrils were cut off, vanishing into wisps of darkness. Suddenly, purplish energy began gather in its empty chest cavity, readying to rain deadly magic on the group of ponies.

"I don't think so! Triple Raid!" Twilight shouted, telekinetically throwing her keyblade into the air as it began to crackle with electricity. It smashed into the Heartless's head, forcing the monster back before reappearing at Twilight side. Crimson flames washed over the mystical weapon as it flew forth once again, sending the monster crashing back a bit more until it tottered precariously over the edge of the chasm. "_Just once more!"_ Sheathed in ice, the keyblade shot out one last time, sending the Darkside falling over the edge into the abyss.

"Did we get 'em?" Applejack asked, wiping sweat from her brow. A moment later a big crystalline heart floated out of the chasm before vanishing. A big grin broke out on the farmpony's face. "Ah guess that's that!"

"Yay! We beat the boss!" Pinkie cried, whistling a little tune to herself. Rarity asked her what it was, but to her consternation the happy mare only mumbled something about a last fantasy.

A groan cut through the ponies' celebration. "Oooh, what happened?"

"Rainbow Dash!" they shouted, running towards the pair of pegasi.

"Ya'll done torn off and got beat up by that big Heartless, remember?" Applejack said, trying to sound cross but too happy just to see her friend alive.

The mare looked down, shamefully. "Aw, I'm sorry gals, I guess I shouldn't have just flown off. I just get too excited sometimes."

"Hey, I get excited all the time, there's nothing wrong with that!" Pinkie exclaimed.

"Um, I think you just need to be a bit more, um, careful," Fluttershy stuttered, unused to giving criticism to anyone.

The rainbow maned pony nodded solemnly. "Yeah, I guess you're right. Well, did you beat that giant Heartless while I was out?"

"Yeah, totally! Nightmare Moon appeared and was all like, 'Bwahaha, I have you now, my pretty!' then Twilight went, 'Nuh-uh!' then, that big meanie tried to smoosh us but he missed, then me and Applejack tripped him then Twilight hit him three times and he fell over into the that pit and went kablooey!" the pink pony quickly explained.

"That sounds awesome!" Rainbow shouted, jumping to her hooves. "Too bad I missed the fight, I could have really shown off my moves!"

"Hey, you were badly hurt, you shouldn't jump up like that!" Fluttershy admonished her patient.

"Blah blah blah, I feel fine! And what the hay happened to my armor?!" Rainbow craned her neck, trying to look at the dented plates on her flank.

"Just some minor damage darling, I'm sure we can buff that out just fine. Why, we could even add in some some silver trim around the edges-"

"Uh, thanks Rarity, but I just need this dent taken out." The mare peered into the distance. "Oh hey, we need to get over to the other side of this canyon, right? I think there's a rope bridge all piled up over there! I'll be back in ten seconds flat!"

"Hey, wait!" Twilight shouted as Rainbow Dash flew off again. "...she never learns, does she?"

The other ponies shook their heads.

* * *

The keyblade wielder looked up at the crumbling old castle. Mossy stone lined the walls and broken windows appeared here and there. "Well, we're here. Everypony ready?" All of her companions nodded seriously, even Pinkie Pie. "Right," Twilight gulped before steadying herself. "Let's go."

The vast wooden door opened as the unicorn focused her magic on it. Strange, wood that old would surely have rotted away after centuries, right? She shook her head. Now was not the time to get distracted! Looking around the open room, she noticed a strange... stone holder of some sort? Five stone orbs were held upon spokes jutting out from a central point. "Ooh, what's this?" Pinkie poked one with a hoof.

"Pinkie, Ah don't think ya should be messin' with rocks we don't know anything about, especially ones in spooky old castle!" Applejack admonished.

The other earth pony rolled her eyes. "It's just a rock, and trust me, I know rocks! It's not like its going to start glowing and..." She stopped, noticing the others staring at her, slackjawed. "...It started glowing, didn't it?" Pinkie sighed. The orb floated up into the air, indeed glowing a soft pink, before settling down in front of her. The excitable pony hummed thoughtfully before tapping the orb once more. With a flash, the glowing stone suddenly transformed into light! It seemed to flow up her limb, looping around her body before settling into place around her neck. The light shifted once more, changing into a golden necklace with her cutie mark set in pinkish crystal.

Rainbow Dash shot forward, tapping one of the orbs. "I've gotta have one!"

"Wait, we don't know what they do!" Twilight shouted in vain, as the pegasus grabbed one of the orbs. It too began to glow before turning into light that settled into another golden necklace about the armored pony's neck.

"This is so cool!" she announced, flitting about the open room. "I feel like I could fly from here to Canterlot in ten seconds flat!"

"Girls, stop, these things could be a trap, or who knows what?!" Twilight cried, blocking the way to the rest of the orbs with her keyblade. "For Celestia's sake, they look just like this black thing Nightmare Moon cursed me with!"

Rarity shook her head. "Twilight, I'd like to think I'm something of an expert on magical and enchanted items and I don't think there's anything wrong from these. Pinkie, can you come over here for a moment?"

The mare bounced over. "Huh? What's up?"

"Just hold still for a moment," Rarity said, her horn lighting up as she inspected the necklace about her neck. "There, I don't sense any darkness, curses, or anything like that, dear. If anything, it seems to be making her a little... bouncier than normal."

"Yeah, I feel great!" Pinkie exclaimed, prancing about the room.

Twilight sighed. "Well, alright, if you think they're safe I'll trust you," she relented, rubbing the black metal around her own neck. It definitely didn't make _her_ feel any better. Rarity stepped forward and after a moment of slight hesitation, touched one of the stones. Soon, the fashionable unicorn too had a golden necklace. "Oh yes, it is simply exquisite! I cannot wait until we find a mirror!"

"Ah don't trust these magical doohickeys." The farmpony reluctantly edged closer. "But if it really does make us stronger Ah guess we could use all the help we can get." Applejack warily tapped one of the last two orbs and was soon gifted with very own golden personalized accessory. "Huh, Ah guess it turned out alright after all," she said, stretching a limb. "Ah feel like Ah could buck down a whole orchard of apple trees all by myself!"

"Um, it doesn't hurt, right?" Fluttershy spoke up. The other ponies shook their heads. The yellow pegasus worked up her courage before lightly tapping the orb. Gentle yellow light swirled around the pony before transforming into golden metal.

Twilight stamped her hoof impatiently. "Yes, great, now we all have matching magic necklaces! Can we go rescue the princess yet?!"

* * *

It was surprisingly quiet as the six friends moved through the castle together. No Heartless, no monsters, and no Nightmare Moon, just dusty floors, the remains of moldy tapestries, and empty halls. Suddenly, Twilight stopped as her keyblade appeared beside her.

"Twi'? What's wrong?"

"I'm not sure, Applejack." The keyblade wielder frowned. "I think, I think there's something ahead."

Together, they carefully entered the next room. The still form of a large pony with both wings and horn lay slumped against the distant wall, with an unconscious baby dragon slumped beside her. Even from a distance, Twilight could see blood matted into the mare's white coat and cracks running down her horn. "Princess Celestia! Spike!" Twilight shouted, racing forward as the others followed.

Cruel laughter rang through the air as purple flames erupted from the center of the room, stopping the group short as they backed away from the heat. The flames swirled in a spiral of power, cooling into pure darkness before forming a familiar portal. "Little foals," Nightmare Moon laughed. "Still following my apprentice around?" Applejack shrieked as she suddenly found herself floating in the air, suspended by Nightmare Moon's magic. "Such fragile things..."

"Leave my friends alone!" Twilight angrily shouted, her horn glowing! "Dispel!" The farmer dropped as the anti-magic field canceled the corrupted pony's spell. Rainbow Dash jumped up just in time to break her fall, receiving a nod of thanks.

"Ooh, friends, are they?" Nightmare Moon laughed mockingly. "And how do you know they won't betray you, like my sister did?"

"We'd never turn against Twilight!" Rainbow Dash shouted as the others echoed her.

"Hm," the dark alicorn thought aloud, "Not for all the treasures in the world?" Visions of countless bits of pure gold, piles of jewels, and other treasures danced in the air.

Twilight shook her head. "You don't get it, Nightmare Moon! My friends are my power!"

"And we're hers!" the others shouted, a subtle light beginning to glow from their necklaces.

The twisted alicorn recoiled. "No, not the Elements of Harmony! Their combined power could banish me forever!" she cried, shying away.

Twilight gasped as she could feel a connection forming with her friends! It was so strong! "_Well, if this is her weakness..."_

"Woah, what's going on here?!" Applejack pawed at the glowing jewelry about her neck.

"Just concentrate on working together!" Twilight said as she felt power begin to flow into her. "I think we can use this to banish her!"

"Alright!"

The light from their necklaces intensified as the ponies began to float in the air, held aloft by a great power. It felt so powerful, but it seemed to _want_ to be controlled as the young unicorn gave it a shape and form. Her eyes opened, glowing with powerf. The magic bulged suddenly, spilling forth in a great flood of light, but, it was all wrong! The light seemed like it should be brighter. It was muted, somehow. A small grin teased at Nightmare Moon's lips as the beam of darkened light struck her, exploding and knocking everyone back. "_What have we done?"_

"Ahahah! Little foals!" The alicorn's voice laughed out, but it was different now, darker. It seemed to reverberate with power and authority. "Did you really think I did nothing in the long centuries I spent sealed away in my prison?" The clouds of dust cleared, revealing Nightmare Moon. Darkness seemed to flow off of her in waves. "Oh yes, my plan worked perfectly! It was so easy too, corrupting one of the elements and then putting a little charm on the rest so your friends would take them."

"Ugh, you..." Twilight moaned, trying to get up. She felt so drained. The unconscious body of Spike crashed into her from above, knocking her down again.

"Twilight? What happened? Where are we?" the little dragon asked, before being quieted by the unicorn.

"Hush now, I'm monologuing," the darkly empowered mare muttered, the glow from her horn fading from when she'd teleported the baby dragon. "Apprentices these days, so ungrateful. I go through all the trouble of retrieving her little pet and not even a word of thanks?" She coughed. "Yes, it was so easy to provoke you into activating their power! Now, with one of the Elements darkened, the Key would not form properly, making it mere child's play to absorb its power! You have failed, Twilight Sparkle, and I shall rule this land in eternal darkness!" The darkness about her roiled up as her corrupt keyblade, the Lunar Void, appeared beside her. "Now, behold the true power of the night!" The power surged, draining into the alicorn's keyblade. It began to shift, growing larger, darker. Suddenly, the weapon began to pulse, throwing off waves of energy. "No, what's happening?!" Nightmare Moon cried. "He agreed that this would work!"

Twilight curled protectively around Spike's body as the alicorn's keyblade exploded, sending out one last overwhelming wave of darkness. It spread out, enveloping everything. "Maybe I did mess up, but at least I can protect him," the keyblade wielder thought as she, her friends, her assistant, the still-ranting Nightmare Moon, her master, everyone, were pulled into the all-consuming void.

She fell.

She fell forever.

…


	7. Chapter 7

"_Now_, _my student, remember, the magic comes from both the heart and will. Focus, and try again." _

_The young filly concentrated. The small stones encircling her began to glow a soft purple. One by one they floated up into the air, slowly revolving around the little unicorn._

_"Very good, now, continue the exercise," Princess Celestia instructed, standing several feet away._

_The floating stones started to move, looping around one another in complex patterns. One of the smaller ones started to wobble slightly._

_"Focus, Twilight."_

_The unstable stone stilled as more magic was concentrated upon it, but soon others began to shake unsteadily in their paths. One by one, they shot off in myriad directions, a few flaring off of the elder alicorn's magical shield. "I'm sorry, princess," the filly sniffed, a few tears beginning to pool in her eyes. "I messed up again."_

_The ancient mare came to stand over the crying filly, her face stern. "Yes, you did. However," Celestia's expression softened, "Failure is its own teacher."_

_"Huh?" Twilight looked up, two glistening tracks upon her face._

_"Sometimes we learn best from our mistakes, not our successes." The princess's voice seemed to fade. "Always remember that, Twilight."_

* * *

"Twilight! Twilight! Come on, wake up!"

The keyblade wielder awoke to violent shaking. She groaned and slowly opened her eyes.

"Oh thank Celestia! I was afraid you weren't ever going to wake up!" Spike cried, jumping forward to hug the mare that was closer to him than anyone.

Twilight curled a limb around the small drake comfortingly. "Sh, it's alright, I'm here." She looked around the dimly lit alley they were in. Bits of trash sat in piles along with a few overflowing garbage cans. "_But where's 'here'? The last thing I remember is..."_ Memories of her adventure with her friends and confronting Nightmare Moon flew through her head. "_That dark mare tried to do something with her keyblade, but her spell backfired on her somehow. The reaction sucked us all in! What was she trying to do?"_ She shook her head, noting the cold metal still upon her neck. "_Oh, I can't worry about that right now! I don't have enough information to guess, anyways."_

"Spike, we need to find Princess Celestia and the others, okay?" Twilight gently said, patting her assistant's back comfortingly.

The baby dragon nodded, slowly letting go. After kneeling down to let Spike climb up on her back, the mare warily trotted out of the alley into what seemed to be a market of sorts. Two old fashioned lamps lit the area as two simply gigantic doors stood in the distance. A strangely shaped postbox sat near some stairs leading up to some more shops. A cafe of sorts was nearby. And there were _humans_ all over, some as big as her and others even twice as tall! Twilight yelped and quickly ducked back into the alley.

"What's wrong, Twilight?" Spike asked.

"What's wrong?!" She repeated, a touch of hysteria in her voice. "There are real, live, humans out there!"

"So? Why don't you go out and ask where we are?" A few moments later the keyblade wielder still hadn't moved. "Oh come on, you faced down a bunch of Heartless and Nightmare Moon and this is what stops you cold?!"

Twilight shook her head. "You're right, Spike, sorry. It's just, well, I just always thought they were just a myth!" She sighed. "Well, here goes." She stepped out of the alleyway again and warily trotted up to the cafe.

"Uh, hello?" She asked what looked looked to be the female in charge. At least, she thought it was a female human, the ancient legends hadn't been too clear about how to tell gender with them. Her features did look softer than some of the others though.

"Why hello there, dearie!" the human cheerily greeted, "What can I get for you?"

"Er, I was just wondering where we were." Twilight was slightly thrown by the enthusiastic greeting.

"Oh dear, you must be newcomers," she fretted before calling for a busboy. "Pierre, why don't you go get Leon?" The young lad ran off.

"Newcomers?" Spike asked, eyeing one of the muffins one of the cafe patrons was eating.

"Oh, aren't you cute!" the lady exclaimed, pinching the little dragon's cheeks before continuing. "Anyways, yes, newcomers. This is Traverse Town. All lost travelers between the worlds end up here."

Twilight was silent for a moment as she digested this information. "Worlds? What do you mean?"

"You don't know about the worlds? Oh dear. Well, I think Leon and the others could explain it better than I could."

"Alright, I'll wait for him. Um, if you don't mind me asking, why isn't anyone freaking out about? Me and Spike here look much different than any of you humans."

The... woman? She thought that's what the female humans were called. The woman laughed. "Oh dearie, we get so many different kinds of people popping in here these days, hardly anything phases us anymore. You should see the duck boys and their uncle! Besides, you two look too cute to be scary!"

"_Great, I'm 'cute',"_ Twilight grumbled internally. Her stomach rumbled. "Er, could we order some of those pastries?"

"Why sure, that'll be two munny each!" The cafe owner bustled behind the counter, pulling a few out.

Twilight swallowed nervously. "Er, munny? Do you mean bits?" Spike produced a few of the golden coins from his pouch.

"Uh, no dearie. Munny." The woman held up a small multi-colored ball. Twilight facehoofed. She'd seen those before! They'd pop out of the Heartless she'd beaten all the time! "Is something wrong?"

"No, nothing," Twilight replied in a strained voice, gritting her teeth. "_I can't believe this!"_

"Well, since this is your first time here, you can have these on the house," the cafe owner said, handing them the plates. In no time at all, the pastries were gone.

Twilight blushed, wiping crumbs from her lips as Spike shouted his compliments. "Heh, sorry, I must have been hungrier than I thought. Oh, I'm sorry, I forgot to introduce myself! I'm Twilight Sparkle and this is my assistant, Spike."

The woman laughed. "And I am Marie. And I take it as a compliment! Now, could I see one of those gold coins?" At the keyblade wielder's nod, Spike handed her one. She looked it over for a moment before handing it back. "You might want to head over to the McDuck item shop over there, they'll probably give you a good price for these."

"Er, I'll consider it." Twilight hesitantly said, as her assistant put the bit away. "I didn't exactly bring much from home."

Marie nodded. "I understand, dearie, but sometimes we have to do what we must to get by, and you won't survive long in our little town without some munny. We try to work together, but at the end of the day it's often everyone for themselves," she sadly explained.

Twilight suddenly remembered what she had come out here for. "Have you seen anyone who looks like me?" She quickly described her friends.

"No dearie, but nearly everyone stays in this district where it's safe. See that door over there?" Marie pointed to the huge door on the other side of the plaza. "Beyond there is the other districts. We don't go there, it's too dangerous. I suppose your friends could have appeared over there, but if they did surely the Heartless have... taken them by now."

"There's Heartless here?! I've got to find my friends before it's too late!" Twilight cried, already running for the aforementioned door as her keyblade appeared beside her in a flash of light, oblivious to Spike and Marie's cries. She suddenly stopped short as a tall man wielding a huge sword stepped into her path. He wore a dark jacket with a fur lining and several belts about his waist. His brown hair waved in the wind and a scar marked his face.

"Hmph. Another reckless one. What is it about people like you that attracts the keyblade?"

"What do you mean?!" Twilight shouted, her weapon angled towards the man blocking the way. He appeared altogether unconcerned about this. "There was another keyblade wielder around here? Tell me, was it another pony like me?!"

"No. It was a human. Just some dumb kid. You just missed him, really, he left a short while ago." the man replied, his voice a monotone. "It's interesting that another keyblade wielder would appear so soon."

Twilight growled. "I don't care. Now get out of my way, I have to find my friends!"

"I understand, but running around with no direction will only end in pain." The man shifted his sword around to settle comfortably across his shoulder. "I can help you search the other districts, if you wish."

Twilight hesitated. She didn't know this person, this _human_! What if he just wanted to get them someplace alone and rob them, or worse? But she really could use all the help she could get. She grimaced. "_I'm not very good at fighting alone."_

"Mr. Leon!" the woman from before, Marie, cried as she ran up, ignoring the hostilities. "Thank you for coming so quickly. These two here are new to Traverse Town and I was wondering if you could help them get oriented?"

"Yes, Marie, I'll take care of it. And it's just Leon." the man, Leon, shifted his sword around so it sat comfortably on his shoulder. "Shall we?"

"...yes." Twilight's keyblade vanished as she floated Spike down. "Marie, do you mind watching him for a while?"

"Oh, it's no trouble at all, dearie!"

"Hey, I didn't agree to this!" Spike crossed his arms as Twilight kneeled down to speak to him.

"I'm sorry, Spike, but I can't take you with me. It's dangerous out there and I can't watch you and fight at the same time."

"I can take care of myself!" the little dragon cried defiantly. "I've got my claws, and I can breathe a little fire!"

Twilight shook her head. "I know, but would make me feel better if you stayed someplace safe. Please?" Spike sighed and reluctantly agreed.

"So, shall we be off?" Leon began walking towards the massive door as Twilight followed.

Moments later, the swordsman and keyblade wielder were on the other side of the door. "The Heartless infest these other districts of Traverse Town, so be ready to fight." The unicorn nodded, her keyblade reappearing beside her. They were in what looked to be another courtyard, with stairs on both sides leading up to another door. A small alley on the side had a door with a flame sigil emblazoned on it. "That's the way to our local magician, Merlin."

"_A magician? Ooh, I wonder if he knows any new spells!"_ Twilight shook her head. "_No, can't get distracted right now!"_

There was a slight swirl of darkness as more Heartless appeared, this time a mix of the small ones with metal helmets and a few of the fatter monsters. "Soldiers and Large Bodies," Leon muttered, slicing one of the smaller in half with his sword. "I assume you know how to deal with Heartless?"

"Yes, though the ones with that emblem on them are fairly new to me." She replied, planting herself solidly. "'Soldiers and Large Bodies', so that's what they're called." Concentrating, she blasted one of the 'Soldiers' with a quick fire spell before throwing her whirling weapon at one of the 'Large Bodies'. They faded away, scattering a few of the munny orbs she was shown earlier. Preparing a larger thunder spell to shock the rest, she was suddenly startled by a screech of metal. She turned to see Leon behind her, blocking the razor sharp claws of one of the Soldiers with his blade. He frowned at her before finishing the offending monster. Not much later, all of the Heartless in the area were gone.

"You're definitely more skilled than that other kid who came through here recently, but you should watch your back. You can't just stand in one place in battle, blasting away with spells. You need to stay mobile." Leon critiqued, surveying the area for more Heartless.

"I know, but it's really hard for me to move and cast spells at the same time!" Twilight explained. She looked at the little balls scattered around. How was she supposed to carry all of these? A small leather bag with a string attached was thrust into her field of vision.

"Use this. It's enchanted, gathers all the munny around you into it. Doesn't have a very large range, but it can hold a lot."

"Oh, um, thanks!" Twilight tied the bag around her neck. It flopped around near her cursed necklace. She walked near a few of the munny orbs and indeed, they were sucked into the bag. "_Well, at least I have some of the local currency now."_

"As for moving around," Leon continued, "Well, I see you're something of a mage. Do you have any teleportation spells?"

The mare started to shake her head no, but then stopped. "Well, I do, but-"

"Then use them."

"But it's dark magic!" Twilight exclaimed, remembering when she was overtaken by the darkness in the Everfree.

Leon lips twitched, almost like he wanted to smirk. "So?"

"So?! Dark magic is dangerous! I refuse to use it again, I could fall to the darkness!"

"Fire magic is dangerous. You could get burned, so you should never use it again."

"That's different! With fire, I control the power!" The keyblade wielder exclaimed.

Leon shrugged. "Then the answer is simple. Control the darkness," he said, ignoring Twilight's gobsmacked expression as he walked up the stairs to the next level. After a moment, the mare followed. "The Second District is through here. Be cautious, there has been a lot of Heartless activity in this area lately." He opened the huge creaking door and stepped through. Twilight followed. They emerged in another shadowy alley, much like the one that the unicorn had woken up on.

"It looks like this used to be quite the city," she commented, looking around.

The swordsman nodded slightly. "Yes, it was before the Heartless tracked us here. We were forced to retreat to the First District, as it was simply too difficult to defend everyone when we were spread out. Of course, there are a few who refuse to leave their homes, but..."

Whatever the man was going to say next was lost as battle cries and crashes from beyond the alleyway reached them. The duo shared a look before breaking into a run...


	8. Chapter 8

A Shadow flew past Twilight and her human guide as they rushed out of the alley. It vanished into wisps of darkness after crashing into a nearby wall. "Ya'll get away from them pups!" Twilight heard a familiar voice angrily shout.

"Applejack!"

"Twilight? Ah'll say, you're a sight for sore eyes!" The mare bucked away a Soldier. Three black and white spotted puppies cowered behind her, whining in fear. "Mind givin' me a helpin' hand?"

"No problem!" Twilight cried, her horn glowing as she cast a quick spell. "Barrier!" A wall of purple magic solidified around the earth pony's charges, just in time to block the claws of a Heartless.

"Friend of yours?" Leon asked, engaging one of the Large Bodies. He easily blocked its punches before skewering the towering Heartless's head.

"Yes!" The keyblade wielding mare cried, unleashing another spell. Fireballs shot out from the tip of her keyblade, decimating a small horde of mixed Shadows and Soldiers who had emerged from the alley they'd come from.

"Twi', mind finishin' these for me?" The earth pony strained to hold one of the Large Bodies in place with her lasso. Unseen, another Heartless rose from a shadow behind her.

"_No time to warn her,"_ Twilight frantically thought, as the Shadow's claws descended. Remembering Leon's advice, she reached for the darkness, and it responded. Shudders ran down her spine as she traveled through the shadows. It was over in moments, but it was so dark and cold! Reappearing behind her friend, the unicorn raised her keyblade just in time to block the Heartless's claws. Swinging the weapon around, she blasted it with a wave of dark power. The Shadow vanished under the overwhelming assault, along with the wall behind.

"Woah, nelly!" Applejack jumped back in surprise, nearly losing her grip on her rope. "Where in tarnation did ya learn to do that?!"

"It... isn't... easy," Twilight grunted. Darkness oozed from her corrupted Element. "_No, I won't give in! Control, control!"_ Slowly, the power drew back and she leveled her gaze at the still struggling Large Body in Applejack's lasso. "Blizzara!" The fat monster vanished under the assault of chilled magic.

Leon finished off his own foes. "I believe that is all of them, for now. We should get these three back to their parents."

"Now hold up!" Applejack said, standing over the three puppies protectively. "Ah ain't goin' nowhere with somepony," Here Leon raised an eyebrow. "Ah don't even know, even if he did help me fight off those Heartless!"

"Applejack, trust me, he's a friend," Twilight said, tiredly putting a hoof on the farmpony's shoulder. "I'll explain later, but right now we need to get these little guys somewhere safe, ok?" After a moment, she nodded.

"This way," Leon said, already headed down a small side passage. He stopped by an inconspicuous door and knocked thrice. The door opened a moment later and Leon nearly stumbled as the puppies raced in under his feet. Twilight and Applejack stepped into a warmly decorated room. Two adult black and white dogs, oh, dalmatians, that's what they were called, dalmatians warmly barked and nuzzled the pups, as a few groups of others played around. One of the other puppies nosed forward a small package.

"For us?" Twilight asked. The little pup nodded. "Thanks!" Inside were a few potions. How was she supposed to carry these? Maybe if she stuffed them into her munny pouch? She really needed to buy some saddlebags...

"Alright Twilight, we're safe in here, right? So explain," Applejack impatiently said, glaring suspiciously at the swordsman in the room.

Twilight looked to Leon who nodded. "I woke up in an alley with Spike shaking me..."

* * *

"And that's how I got here," the unicorn finished.

"Ah see. Well, looks like Ah owe ya an apology, Mr. Leon."

"It's Leon. Now, I assume more of your friends are missing?" The two ponies nodded. "Perhaps you should tell me how you got here."

"An evil pony with a keyblade kidnapped our princess, Celestia, who is also my keyblade master..."

* * *

"I see. Interesting. It's strange that your princess never mentioned the other worlds or the ancient keyblade wars. And I've never heard of your world, this Equestria." Leon commented. "It's almost like your ruler was trying to conceal the past."

Twilight bristled. "Princess Celestia would never do that!" Several of the puppies shied away from the angry unicorn.

"Sugarcube, Ah think Leon here might have a point. Ah hate to admit it, but what he's sayin' makes sense," Applejack put in, toying with her golden necklace. "If Nightmare Moon was Celestia's sister, well-"

"Fine, I get it!" the unicorn interrupted. She took a moment to calm herself before continuing. "I agree there's a possibility that Princess Celestia was keeping a lot of secrets about the past. Now, Leon, people keep mentioning worlds. What do you mean?"

Leon shrugged. "There are hundreds, perhaps thousands of different worlds out there. Each one contains its own separate lands, people, and rules. I should warn you, if you do go to other worlds you shouldn't interfere with them. Legends say that barriers of light separate the worlds, keeping them safe from the Heartless. When a world's barrier is shattered, Heartless can then enter that world, thus we can only enter worlds that are exposed to the Heartless. Tell me, have you ever heard of someone called Ansem?"

The two ponies shook their heads.

"Ansem was the ruler of my original world, Hollow Bastion. He was studying the Heartless. All I know is that one day thousands of Heartless emerged from his lab. Many people died, and we barely escaped with our lives. His findings were written in a report, the pages of which are scattered throughout the worlds. If you should ever find one, let me know."

Twilight nodded. "So, our Equestria was just one world of many?"

"Yes, that is correct. What do you wish to do now? Your world may still exist, however, if your friends fell into the darkness, they could have ended up scattered amongst the worlds."

The keyblade wielder thought for a moment. "I'm not sure, what do you think, Applejack?"

"Um, much as Ah'd like to get back and check on mah farm, Ah think we need to find the princess and our friends first," Applejack replied.

"I was thinking the same thing." Twilight turned to the swordsman. "How would we get to the other worlds?"

"Hm, that other keybearer, Sora. I told him many of the same things and he chose to find his friends as well," Leon said to himself, before continuing, "For that, you'll need to talk to our mechanic, Cid. He maintains our ships. He might agree to lend or sell you one," Leon answered, shifting his sword. "He'll be in the First District. I can escort you there, but afterwards there are some other things I need to attend to."

* * *

There were fewer Heartless on the way back, and the ones that did rise against them were quickly vanquished. After blasting the last one with a bit of fire magic, Leon spoke. "I just thought of something. Most of the people in the worlds are human."

"So?"

"Unless you want to start a panic, you'll need to blend in. Do you know any transformation spells?"

"Uh, no." Twilight replied. The door swung open just enough to let them pass and the trio stepped through.

"Then you should visit Merlin in the Third District before you leave. I'm sure he'll be able to help you," Leon said. "Now, I need to get back to my duties. Cid should be somewhere on the second level here, keep an eye out for a blonde haired man wearing goggles who swears a lot."

"Thanks, Leon! And bye!" Twilight called.

"Yeah, thanks a lot!" Applejack waved a hoof as the man left. "Hm, for a human Ah guess he weren't too bad, right Twilight?"

"Uh huh. Oh, we need to pick up Spike, I'm sure he's worried!"

* * *

"That Leon sure wasn't kidding, was he?" The earth pony said, her eyes wide as she watched all the humans and other creatures going about their business.

"At least you were warned," Twilight grumbled, "I got the shock of my life, walking out of that alley." Threading through the crowd, the mare led her friend downstairs. Twilight thought the sight of a human boy, a tall dog humanoid, and a walking duck entering the town through the oversized door was a little odd, but just shrugged. Compared to evil shadow monsters who ate hearts, they were perfectly normal. Putting the trio out of her mind, she continued down to the cafe. "Spike! I'm back!"

The little dragon walked out of the back room wearing a miniature apron. "Hey Twilight, I was just helping Marie make some muffins."

"_Well, at least he wasn't just worrying about me the whole time,"_ Twilight thought.

Spike clapped his paws together, sending a cloud of flour into the air. "Oh, you found Applejack!" He took off his apron and hung it on a nearby hook.

"Hey there, Spike!" The farmpony waved.

"So, did you have any luck finding anyone else?" He asked. Twilight shook her head. Spike sighed. "Where could they be?"

Before Twilight could answer, Marie emerged from the back room. "Oh, you're back!"

"Thanks for watching Spike, I really appreciate it."

"Oh, it was no trouble at all, Twilight, he was just a little darling! Feel free to come back any time!" Marie cheerfully replied before turning to help a customer.

As they walked back up, Twilight explained everything that she had learned.

"So, we're going to other worlds to find the others?"

"That's right, Spike. We need to find this 'Cid'. Hopefully we can convince him to let us borrow one of his ships, or at least buy one. Though, that might be a problem, I don't have much Munny."

"Munny?" Applejack questioned. Twilight simply floated out one of the small, multicolored orbs. The other mare facehoofed.

"I did the same thing!" The keybearer laughed, putting away the ball.

"Consarn it!" Applejack grumbled, "Ah can't believe they use that for trade! You can just get that by beating up Heartless! Why, anypony could just get a bunch and ruin the economy!"

"I didn't know you had such an interest in economics, Applejack," the other mare said, moving aside as a large man walked by.

"Eh, comes with the territory o' runnin' my own farm," the earth pony explained, before pointing at a man wearing a pair of goggles on his forehead in the distance. "Is that Cid? Looks like somepony is already talkin' to him."

"Er, Applejack? I think if we're not talking about ponies, you're supposed to say some_one_," Spike corrected.

"Ah'll talk how Ah wanna talk!" She exclaimed, already running forward.

Twilight followed, just in time to catch what they were saying.

"So, what're you here for, kid?" the man, presumably Cid, asked.

"I dunno, I just got this feeling in my heart, like there's something here I need to do," the foal, no, boy said, arms resting behind his spiky haired head. "Besides, after dealing with all that craziness in Wonderland we all needed a break."

"Aw, speak for yourself, Sora." the duck-person grumbled, waving an arm dismissively. His voice had an odd sound to it, almost like he was quacking at the same time.

"_Sora... where did I hear that name before?"_ Twilight thought.

"Gosh, Donald, I thought you said you couldn't wait for a break earlier?" The taller one with the shield spoke up.

"Shush, Goofy!"

The unicorn's eyes suddenly lit up. "Oh, I remember!"

"Uh, remember what?" Spike asked from his perch atop his mistress's back.

"I think Leon mentioned him earlier, he's that other keyblade wielder he mentioned! We need to talk to him!" Twilight walked up and tapped the boy on the shoulder. "Uh, excuse me?"

"Huh?" The boy turned around. "Woah, a talking horse!"

"'scuse me? Ah'm a pony, not a horse, whatever that is!" Applejack indignantly cried as she trotted up.

Spike waved his hands. "Yeah, and I'm a dragon!"

"Oh, uh, sorry?" He grinned apologetically. "I'm Sora. These are my friends, Donald." The feathered fowl waved half-heartedly. "And Goofy."

"Pleasure to meet ya!" the tall one greeted.

The unicorn nodded. "I'm Twilight Sparkle. This is my assistant, Spike, and my friend, Applejack. Um, I heard you have a keyblade. Could I see it?"

"Sure!" The boy reached out his hand. A flash of light later, his keyblade appeared in his hands, the shaft a shining silver and the grip cast in gold.

"_Hm, his keyblade looks way different than mine, the princess's, or even Nightmare Moon's,"_ Twilight hummed in thought, looking the weapon over.

"Uh, if ya don't mind me asking, why'd ya want to see Sora's keyblade?" Goofy asked.

Donald folded his arms and grumbled. "Awful suspicious if you ask me."

"Well, the thing is..." Twilight's keyblade, the Star Seeker, appeared beside her, enveloped in the purple glow of her magic. "I'm a keybearer too!"

"What?!"

"That's awesome!" Sora shouted, excitement evident in his voice. His two companions stood there with a dumbfounded look on their faces. "How long have you had yours?"

"Oh, I've had it for years," the mare replied. At this, Donald gave Goofy a questioning glance, to which he just shrugged.

"Well, I've only had my keyblade for a couple of days now, ever since my islands were swallowed by the darkness." The last bit came out a little more quietly than the rest.

"Ah'm sorry to hear that. I'd hate for anything like that to happen to Equestria."

"What's this Equestria like? I don't think I've ever heard of it before." Goofy scratched his head confusedly.

"Well, it's mostly populated by ponies like us, though there are some other races such as gryphons, dragons, and buffalo," Twilight explained. "Heartless would occasionally appear, but we'd always be able to fight them off. But other than that, we lived in peace under the rule of Princess Celestia. She's also my keyblade master!"

"Gawrsh, you were taught by a keyblade master? I wonder if she knew Master Ye-" The rest of Goofy's words were muffled by Donald's hands. The others looked at him oddly.

"Uh, don't mind us! I just remembered something I need to talk to Goofy about." The duck wizard laughed nervously as he pulled his companion over to the side.

Twilight stood there confused for a moment before continuing. "Uh, anyways, everything was fine until this evil pony who called herself Nightmare Moon appeared and kidnapped the princess. My friends and I chased after her into the Everfree Forest, but when we finally found her she did something with a set of six powerful magical artifacts she called the Elements of Harmony. I think she tried to channel their power into her keyblade, but it backfired on her, unleashing the darkness on us. We were all sucked in, and the next thing I knew, I was here in Traverse Town with Spike."

"I'm still not sure what happened back on the islands, it was all so confusing. Right now I'm just trying to find my friends, Riku and Kairi." Sora let his keyblade disappear into flickers of light.

Twilight nodded as she did the same. "Yeah, I'm trying to find my friends too. At least I already found one of 'em, right Applejack?"

"Ya sure did, Twi'!"

"Hey, what about me?" Spike cried, waving his claws.

A grin spread across the unicorn's face. "I never lost you in the first place, so how could I find you?" The little dragon sat back, satisfied.

"Um, I did have one question," Sora asked. "Could you maybe give me some tips?"

"Er, really?" Twilight was rather surprised. "_Nopony has ever asked me to teach them before!"_

The boy toed the ground embarrassedly. "Well, you know, trying to figure out how to use the keyblade by myself isn't very easy. I just thought that since you've been using one a lot longer and even had a teacher you might have some tips. If you don't want to you don't have to, I guess."

"No, no, no, I wasn't saying I wouldn't!" the unicorn hurriedly reassured the boy. "I was just surprised, that's all! Um, I'd like to teach you, but I really need to get a ship so I can search for my friends."

The man with the goggles finally interrupted. "Excuse me, I couldn't help but overhear your little conversation. Did you say you need a ship?" Twilight nodded. "I'm Cid. I keep all of Traverse Town's gummi ships in good shape. I also happen to run the local accessory shop in my spare time, so stop by when you get a chance." He scratched his chin. "Well, normally I wouldn't do this, but since you seem to be friends with Sora here I'll make an exception. I was going to ask him to deliver this book to our local wizard, Merlin, in the Third District." He held up a thick book. Twilight couldn't quite catch the title as the man waved it about. "But things have been getting a little hairy in the other districts lately, so, I'll tell you what. You help Sora deliver this book and I'll let you borrow one of the gummi ships. Deal?"

"Um." Twilight looked to her companions, who urgently nodded. "Sure, we can do that! Is that OK with you guys?"

"I think that's a great idea, right Goofy?" Donald exclaimed a little loudly as he walked back up.

"Huh?" The duck poked him with his wand. "Oh, uh, right!"

"Great!" Sora exclaimed. "You can give me some tips on the way! Come on, let's get going!" The keyblade wielder made for the door just as Goofy grabbed his shoulder.

"Now hold up, Sora. We're low on supplies, remember?"

"Oh, right. Twilight, do you mind waiting while we go buy some potions?"

"Actually, we'll come with you. I wonder if they have any saddlebags around here?" Twilight asked.

"Ah sure hope so, Ah was in too much of a rush to bring any and Spike's little bag there won't hold a lot."

"Hey!"


	9. Chapter 9

The group bid good-bye to Cid as Donald lead them downstairs. "My uncle's shop is down here," he explained, "If we're lucky, my nephews will be working today."

"And if we're not?" Applejack asked, cleaning off her hat before tossing it back on.

"Uh, well..." he reluctantly opened the door.

"There you are, nephew! I've been waiting for you! I don't appreciate you dumping your charges on me just so you can go gallivanting about, playing royal wizard! And now you'll be wanting more supplies, at your usual castle discount rate no doubt!" The voice of an irate old duck shouted at Donald as they walked inside. "And another thing- Oh, customers!" the duck's tone completely changed as he caught sight of the new arrivals. "Welcome to the McDuck Item Emporium! I am Scrooge McDuck, owner and proprietor of this fine establishment. What can I do for you?"

"We were looking for some saddlebags," Twilight said. She considered some potions but remembered that she'd already gotten some from the puppies they'd rescued earlier. She looked to her two friends questioningly. Spike shook his head but Applejack spoke up.

"Ah was wonderin' if ya might have some good strong rope?"

"Rope, eh? And what would you be needing that for, lass?" The duck wearing the blue coat and top hat asked, already bustling around the shop as he got together Donald and Goofy's usual order.

"Well, Ah use it for all sorts of things, but mostly fer fightin' Heartless lately."

"Hm, I see. Yes, I think these might do nicely," Scrooge said, putting down a bundle of rope with a sharp bronze tip on one end on the counter, along with two plain saddlebags. "Now you'll see here, this has a nice hook on the end. Just toss it up and get a good grip, and you can climb up just about anywhere. Why I remember one time when I was searching for haunted treasure when I used one much like this to-"

"Er, Uncle?" Donald coughed.

"Yes, well, suffice to say, this makes for quite the fine tool, not to mention a weapon! A good whip from this and those Heartless won't be getting up anytime soon!"

"Ah don't know," Applejack said, "Seems awful dangerous to me. Ah usually use a lasso just to hold 'em in place so one of mah friends can zap 'em!"

"Applejack, I can't always be ready to blast whatever you catch," Twilight explained. "I know you don't like it, but it would be better if you could take out Heartless without having to buck them over the horizon."

The earth pony sighed. "Well, alright, if ya really think so, Twi'." She turned to the old shopkeeper. "Ah'll take it!"

"Excellent. Now, if you don't mind I also took the liberty of putting together some basic supplies, food, water, and the like, free of charge for a first time customer! Together, this will all be," he rang up their items on his register, "Two hundred munny even!"

Twilight floated off her munny bag and and counted the small orbs out. She looked up. "Um, I only have a hundred fifty three."

Scrooge sighed. "I'm sorry, lass, but I don't run a charity. You'll have to put something back."

"It's OK Twi', we can get that rope later," Applejack said.

"Hey, wait!" Sora spoke up. "We've got plenty of munny!" He took out the rest they needed. "Here, we'll pay for it."

"Are you sure?" the unicorn asked. "I don't want it if you really need it."

The boy just grinned. "Hey, it's a gift from one keyblade wielder to another!"

* * *

Twilight nearly facehoofed as she watched Sora fight a group of lesser Heartless. "_He acts like he's swinging around a club!"_ After finishing up at the shop, they'd decided to take the long way around through the Second District so Twilight could get a feel for Sora's fighting style. She hadn't known what to expect, but she didn't think it'd be this bad! "_No, don't use huge slashes like that! You'll leave yourself wide open!"_ A punch from a Shadow knocked him back.

Applejack quietly laughed beside her. "That bad, huh?"

"I don't know," the unicorn mare sighed. "Most of the time it's like he's just swinging his keyblade around without any thought, but then he does something amazing that makes me think he's been doing this for years. There, look!"

The boy jumped out of the way of a slashing claw before kicking off the wall behind him. He flipped in mid-air, landing behind a Soldier in just the perfect position to dispatch it.

"See that? That was great, but now he's just back to flailing. And there's the fact that, well, he's a human and I'm a pony. Of course our styles are going to be different, I'm a quadruped and he's a biped!"

"Er, a what now?"

"We've got four feet, he's got two feet and two arms, like Spike," she clarified.

Sora finished off the last of the group of Heartless before shouting back, "So, what do you think?"

"Um..." the mare stalled, trying to think of a way to put it nicely. "Well, Sora, first off I want to say that our styles are very, very different. I'm more of a spellcaster, I usually try to blast enemies from range. You're a melee fighter, you like to get up close with enemies. So, I'm not an expert when it comes to fighting up close, alright?"

"Er, okay?" The boy confusedly scratched his head.

"Alright, here's what I see as your problems," Twilight finally said, "First, you don't have any control over your keyblade. Don't just swing around wildly, think! And don't use big, overhand strikes all the time. Sure, it gives you a lot of power but it also leaves you wide open for a counterattack as you recover. Try to use smaller slashes, to knock your opponent off balance. Save your bigger, stronger moves for when your enemy is open."

"I guess that makes sense," the young keyblade wielder replied, thinking it over. "A lot of the time I just kinda charge in without thinking, sorry!"

"Well, that works against these weaker Heartless, but what happens if you fight something bigger? And another thing, why don't you hardly ever use any magic? I think I saw you use just one fire spell, and that was pretty weak."

"Hey! I'm doing the best I can, I only started using magic a couple days ago!" Sora exclaimed, "And I already beat a bunch of big Heartless, like that big armored guy!"

"Oh yeah, well I-" Twilight started to shout before Applejack intervened.

"Sorry, Ah just need to talk to mah friend here a sec." The earth pony pulled her friend aside. "Twi', you ever dealt with foals much?"

"No, but what does that have to do with anything?!"

"Look, ya can't just come out and tell 'im everything he did wrong. Ya have to mix in a little praise too. Just be patient with him."

Twilight sighed and nodded before walking back over to Sora. "Look, I'm sorry, I've never taught anyone like this before. You're actually doing very well, especially since you've had no one to show you anything."

"I'm sorry too, I know I was the one who asked for help in the first place."

The unicorn mare nodded before continuing. "Well, what spells do you know?"

"Um, just Fire and Ice right now."

As they began to walk along, the mare continued, "Just Fire and Ice? Did you know any spells before you awoke your keyblade?" The boy shook his head as they began walking towards the Third District. "Well, let me explain. The keyblade acts as both magical amplifier and focus, however, even without the keyblade you can still use your spells, they just won't be as strong. Maybe once we get to Merlin's house I'll show you some of the other ones I've learned." Twilight thought for a moment before continuing. "Have you ever tried controlling your keyblade without touching it?"

"Well, I can make it appear in my hands from a distance," the young boy replied as he opened the alley door.

"That's good!" She praised, "That's a big part of how I fight. Controlling my keyblade telekinetically." A puzzled look crossed Sora's face. "Er, magically," she clarified, "Comes naturally to me because as a unicorn I'm already good at that sort of magic." A group of small red flying heartless appeared on the other side of the door as they passed through. Twilight's keyblade appeared beside her as she trotted forward to meet them. "Here, watch." She took note of their positions before tossing her weapon forward. It flitted through the air from Heartless to Heartless, systematically destroying each one before reappearing at her side. "See?"

"Woah! Let me try!" Sora exclaimed, spotting another group of Heartless in the small courtyard. He arcing the weapon around, he let it fly. It spun end over end, directly striking the Soldier he was aiming at, obliterating it. The shining keyblade seemed to lean towards another before starting to wobble slightly. Then it fell to the ground and reappeared in the boy's hands. "Aw."

"Hey, that was very good for a first try!" Twilight praised. "Now why don't you take out the rest of them? Remember, keep control of the keyblade! Think!" She called as the boy charged into battle.

"Gawrsh, do ya think we should help?" Goofy asked. The unicorn mare hesitated.

"Your friends should always there to see you through," she replied after a moment, "But he won't learn if everyone's out there destroying Heartless for him. What if you get separated? Sora needs to be able to defend himself." She watched as the keybearer carefully parried a leaping kick from a Soldier, then vanquished it with a quick slash. Soon, it was all over.

"So, how was that?" Sora asked as he leaned on his keyblade.

"Good! Very good! See, you destroyed them all by yourself without getting hit at all!"

"Eh, it was okay," Donald dismissively said, though there was a gleam of approval in his eye.

"Hey, I thought it was great!" the boy exclaimed as they walked down a small side street. Soon they at the door with the flame sigil Leon had pointed out earlier. "So, this is Merlin's house, huh?"

"Yeah, that's what Leon said." Twilight opened the door with her magic. Inside, it was decidedly odd. A small passage lead to a cave of all things in the middle of a city, with a huge pool of water covering most of it. Small platforms of rock drifted back and forth, with an island with a dilapidated tower standing on it.

"Huh, so this that Merlin's place? Doesn't look so great to me," Spike said, looking around.

"Spike, don't insult a wizard's house!" the mare chastised her assistant before continuing. "Why, I bet it's filled with enchanted spellbooks and scrolls inside!" A dreamy look came over Twilight's face.

"Oh boy, here we go," the little drake sighed.

"What? Don't tell me Twi's a bookworm," Applejack quietly said, edging away from the daydreaming unicorn.

"Uh, bookworm? I think that's putting it lightly. Here, let me snap her out of it. Twilight, Heartless threatening the books!" Spike shouted.

"What? Where!?" Twilight looked around frantically as her keyblade flashed. "Spike, you know I hate it when you do that," she sighed after realizing there was no threat.

"Hey, it works! Now come on, the others are already on the other side!"

"Right!" And with that, the unicorn and her friends began carefully leaping across the drifting stones...

* * *

"_Well, this is disappointing,"_ Twilight thought, looking around. The tower was completely empty! Where were the scrolls, the books, the magical knickknacks?! She sighed. "Well, this looks like it was a waste of time. How about I show you some of my spells then, Sora?" Getting no response, she turned to look at the boy. "Sora?"

The younger keyblade wielder didn't seem to hear her, instead letting out a whisper of "Kairi".

"Hey Sora, are you alright?" Goofy asked, nudging the boy.

He shook his head, rapidly coming out of his little trance. "Huh?" Sora stretched his arms. "Yeah, I'm fine!"

Twilight frowned. "_You don't look fine to me. You look like you've seen a ghost!"_

Before she could voice her concerns, someone else spoke. "Well, well, you came sooner than I expected. And..." The unicorn turned to see the speaker, an old man clad in a wizard's hat and robes, carrying a large bag. His jaw hung open with the most surprised expression on his face! "Equestrians?! What are you doing outside of the veil?!"

"Veil? What're ya talkin' about?" Applejack asked.

The wizard sighed. "Your world, Equestria, has long been cut off from the other worlds by a veil of powerful magic. The fact that you three are standing here means that either the veil itself has fallen to the Heartless, which is unlikely, or one of its makers withdrew her power. Either possibility is most troubling."

Twilight raised a hoof. "Um, excuse me, but who are you? And how do you know about Equestria? No one else around here does!"

"Oh my, excuse my manners! I am Merlin, the sorcerer." The old man held up a wand and tapped his bag. "Presto!" Books, scrolls, desks, and furnishings of all kinds began floating out and settling into their places, transforming the bare tower into a home worthy of a powerful, if untidy, wizard. Twilight had to resist jumping in to read and organize. "And I might have snuck into Equestria once or twice. What was the name I took there?" He pulled his beard in thought. "Star-something? Eh, in any case, his majesty, the King, requested that I come back here."

"_Star-something? Nah, it couldn't be..."_ Twilight wondered.

"You've met King Mickey?" Donald butted in.

"Yes indeed, Donald, Goofy, he was most insistent. It's a good thing I came back early, or I might have missed you altogether! Now, who might the rest of you be?"

"I'm Sora!"

"Twilight Sparkle, apprentice to her majesty, Princess Celestia, and these are my friends, Applejack and Spike." The earth pony and the drake waved.

"Hm, I sense a great power about you two. Keyblade wielders?" The boy and unicorn nodded. "Most unexpected and intriguing. Well, the King requested that I train the new keyblade wielder in the ways of magic, yet he never said anything about there being two of you. Eh, no matter." He began digging a few more items out of his bag. "Just let me know when you're ready to begin your training."

"Oh, um, I already know a lot about magic," Twilight said, looking longingly at the books piled around, "I was actually looking for a transformation spell. Of course, I'd be happy to learn anything else you could teach!" She hastened to add.

"Transformation, eh?" Merlin asked, preparing another spell. "You're in luck then! Transformation is something of a specialty of mine! Oh, one more thing." He waved his wand at a small pumpkin sitting in a corner. A trail of sparks shot out, as it began to glow, growing larger. A moment later, it had transformed into a woman! "Allow me to introduce you to the-"

"I can introduce myself!" She exclaimed before bowing. "I am the Fairy Godmother. I will do all I can to help in your journeys."

"D'oh, I almost forgot!" Goofy exclaimed, getting out the book Cid had given them. "Here, Cid wanted us to deliver this to you."

"Hm? Oh, yes, I remember. This book just appeared in my library one day in such poor condition. Cid was repairing it for me, though I see some of the pages are missing. Well, you have my thanks! If you should find any of the missing pages, do let me know," Merlin said, putting the book on a nearby pedestal. "So, Twilight Sparkle, was it?" The mare nodded. "What has happened in Equestria?"

Twilight quickly explained everything that had happened.

"This is most troubling. Whatever has become of dear Luna?"

"Luna? Who's she?" Spike asked.

"Why, Celestia's co-ruler and sister, of course!" Merlin exclaimed to the utter confusion of the Equestrians.

"So, Nightmare Moon was telling the truth then. Is she really this 'Luna'?" Twilight asked.

Merlin shrugged. "It sounds plausible to me, but I cannot be sure. Now, let us proceed with the training!" A part of the ceiling floated down. "Everyone onboard please, my training room is up here!"

"This is so cool!" Sora shouted as the platform slowly lifted them up. Soon they were in a wide room that was mostly bare save for a set of old furniture in the middle.

"So, which of you shall go first?" The sorcerer asked.

The boy waved his hand wildly. "Me! Me!"

The old man chuckled. "Alright Sora, show me what you can do." He waved his wand and the chairs began to float and move around. "Don't worry about damaging them, they're specially enchanted to absorb magic."

"Right!" Sora shouted, summoning his keyblade. "Fire! Ice!" Volleys of small fireballs and ice shot forth until he began to pant tiredly. "So, how was that?"

"Not bad, not bad. Do you know any other spells though?" Sora shook his head. "Oh dear. Well, you sit there and rest. Twilight, you're up!"

The unicorn hesitated. "Um, what exactly did you want me to do? I know a _lot_ of spells," she said, placing emphasis on the 'lot'.

"Well, first I wanted to get a sense for how good with magic you are. So, show me."

"Um, okay!" The mare began to concentrate. The chairs were suddenly enveloped in a field of energy that locked them in place, before bolts of lightning, fireballs, and shards of ice rained down. As she channeled her power she felt the darkness creeping up on her once more, teasing her with its power. "_I can use this!"_ she thought. A beam of pure darkness shot from the tip of her keyblade, destroying one of the chairs altogether. A moment later, she realised someone was shouting at her and stopped, forcing the darkness back after some struggle.

"That's quite enough of that, young lady!" Merlin said, his voice stern. He sighed. "Well, I see you have very good control, even over the darkness. But, you shouldn't channel that power so lightly. Dark magic such as that is very powerful, yet handled recklessly can be corruptive to the heart. I fear that this is what happened to your Nightmare Moon."

"I know, but I need it! I can't just do nothing when my friends are in danger and I have the power to save them!" Twilight exclaimed.

"And I'm not telling you to sit back and do nothing," Merlin replied, his voice conciliatory. "Just use caution, the darkness is not something to be used lightly."

"Hey Merlin, I'm ready for more!" Sora exclaimed.

"Excellent. Donald, come over here, would you?" The duck mage nodded. "Now, I remember teaching young Donald here a bit of transformation magic. Demonstrate for me, would you?" Donald nodded and cast a spell, transforming his clothes into various styles, even transforming himself into a small bird and back. "This spell allows you to change yourself and others into various other forms suitable for the various worlds you'll visit. Now, this spell is not to be used lightly, a botched transformation could leave you crippled or worse. Do you understand?" The two of them nodded seriously before he continued. "Now Sora, I'm sorry but this spell is rather advanced. I don't quite think you're ready for it yet, but don't worry, I have some others I'm sure you'll like."

The boy sighed. "Well, I guess."

"Alright. Twilight, here's the incantation." The sorcerer told Twilight the words. "Now, something simple to start with. Concentrate on the human form as you cast the spell and the magic will change you into that which you would look like if you had been born as a human."

"Er, this spell is reversible, right?" The mare asked with some trepidation.

"Why, of course!" the old man laughed, "Of course! Now go on, try!"

Twilight closed her eyes and began to concentrate hard as she chanted the magical words. A glow of purple magic enveloped her before filling the room, blinding everyone...


	10. Chapter 10

Twilight blinked away tears as she opened her eyes. Maybe she put a little too much magic into that spell? She looked down at her new arms and hands. They were covered in soft pale skin, with little nails at the end of each delicate finger. Waving them around a little, she marveled at how dextrous her new limbs were! Looking down, she noticed her corrupted element hanging between two moderately sized blobs of fat on her chest. "_What's the point of these?"_ she thought, poking one of them. It jiggled slightly before stilling. Further down, beyond her flat abdomen, two long legs stretched to the floor. She wobbled unsteadily for a moment before regaining her balance. The keyblade wielder finally finished her inspection of her new body and looked around. Everyone except for Applejack was covering their eyes! "Oh no, I messed up, didn't I? I bet I look hideous!"

"Erm, my dear, that is to say, your only mistake seems to be forgetting to transfigure clothes for your new form," Merlin carefully explained. "Humans and humanoids usually have a taboo of sorts about going around naked." He waved his wand as some clothing appeared in a pile at Twilight's feet, along with a curtain separating her from the rest. "Do put these on please."

"Stupid humans and their stupid taboos! Us ponies go around all the time without any clothes, and we don't have any problems," Applejack grumbled, trotting over as the transformed woman poked through the clothes. "Lemme help ya with those, Twi'."

"Why do I need this?"

"I think it stops those things on yer chest from floppin' around."

"I guess that makes sense, that would probably hurt after a while."

There was the sound of something being zipped up, then a rustle of clothes being put on.

"And what're these things supposed to be? Fake hooves?"

"I'm pretty sure they're just shoes, Applejack. And why are there so many belts?!"

"Er, sorry, I thought that was the fashion with young people these days," Merlin coughed.

A moment later, Twilight finally pulled the curtain back. She looked a little unsteady on her new legs, and was leaning on the earth pony beside her. "So, how do I look?

"Great, Twilight!" Spike gave her a big thumb's up.

"Um, y-you look very nice!" a blushing Sora stammered.

With a flourish, Merlin conjured a large mirror in front of the transformed Equestrian. "My dear, why don't you see for yourself?"

A young woman stared back at Twilight out of the mirror. Her hair was the same as before, at least, sapphire blue with a stripe of red and violet. A unicorn's horn poked out of the hair hanging down over her forehead. "_Hm, I guess some things stay even through the transformation."_ The chain of her necklace was visible as it disappeared under a light violet shirt that left her arms free. Several belts encircled her waist at various angles, holding up a short pink skirt that bore a small imprint of her cutie mark on the side. Long purple and pink striped socks covered her legs, leading down to her surprisingly comfortable black shoes. After a moment's inspection, Twilight finally announced, "Hey, this is pretty good! Thanks, Merlin!"

"It's no trouble, no trouble at all. Now, all you have to do to return to your original form is cast the same spell once more, but instead think on how you were before. The next time you wish to blend in while exploring a new world, simply concentrate on both a human form and the world you're visiting. You should turn into a form appropriate for that world, though I do implore you to remember clothes next time! Wait a moment, I wasn't finished!" Merlin admonished as Twilight's horn began to glow. She flushed with embarrassment before the wizard continued. "Now, as you will be most likely using this form quite thoroughly, you should take this opportunity to get used to it. I would recommend walking around and attempting to 'fight' with those bits of enchanted furniture while I work with Sora here."

Twilight nodded and began walking around, at first leaning on Applejack beside her. "You know, I think I should cast this spell on you too."

The earth pony shook her head violently, nearly throwing the unsteady human to the ground. "Oh no, you ain't gettin' me into one of them human bodies! Ah was born a pony and Ah'll stay a pony, thank you very much!"

"Fine, fine, just don't blame me when people start panicking at the 'magic talking pony'," Twilight made quotation marks with her fingers. "...I don't know how I'm going to manage with just hooves after this. These fingers are wonderfully dextrous!"

"Your what now?"

"Look, my fingers! I can bend them back and forth, pinch things," she elaborated, flexing her new appendages. "I feel like a whole new world has opened up to me!" She suddenly tripped on an uneven floorboard and fell flat on her face. "Oww!"

"Enjoying that new world down there?" Applejack asked with a smirk.

"Oh, just help me up!" Twilight growled.

A short while later the transformed woman was walking around the room, making laps as she practiced. Soon, she broke into a sprint, tripping a few times, but not falling again. In the center of the room, Sora, Donald, and Merlin were discussing magic and showing the younger keyblade wielder some new spells. Finally, after making several laps without stumbling at all, she said to herself, "Alright, I think I'm ready to start practicing with my keyblade." With a thought, she summoned her weapon, gripping it in her new hands. "Well, this is different than I expected."

"What do ya mean, sugercube?" Applejack asked as she sat down nearby.

Twilight swung the weapon experimentally. "Well, I don't know, I thought it would feel a little heavier since a human arm is much thinner and less muscled than a pony's neck and jaw. It still feels like it weighs about the same, though."

"Isn't that good, though?" Spike settled down beside the mare.

"Well, yes, it's just surprising, that's all." The keyblade wielder tossed her weapon up into the air, catching it with her magic. "Alright, time to practice!" A slight grin crossed her face as she began casting, dodging back and forth between imagined counter-attacks. _"Hm, it seems a bit easier to move and cast at the same time now. Am I just getting better at this or is it something to do with this human form?"_

* * *

"Alright, that's enough for now," Merlin called. Wiping sweat from her brow, Twilight nodded and dismissed her keyblade. As she walked back over to the others, the old sorcerer continued. "Sora, you have the makings of a powerful mage! Keep up your practice and you will master it in time!"

"Thanks, Merlin!" he replied with a big grin.

The sorcerer nodded and turned to his other student. "Now, Twilight, I have one more thing to ask. Where exactly did you get that necklace?"

Twilight pulled out the corrupted element. "Nightmare Moon cursed me with it. It's part of a set of powerful magical artifacts she called the Elements of Harmony. And I can't take the stupid thing off!" She shouted the last bit, fruitlessly tugging at the black chain.

"Yes, I suspected as such. With dark artifacts such as these, one must be extremely cautious, especially ones that bond to their bearers. You never know what could happen when you tamper with them!" Merlin hummed thoughtfully. "I do wish I had an uncorrupted sample to compare."

"Hey, Ah've got one! So does all of mah friends!" Applejack interjected, pointing at her golden necklace.

"So I see. Might I take a look at that?" The old man asked. After a moment's hesitation, the mare reluctantly took off her Element and handed it over. "Hm. Yes, I see..." He trailed off, turning the necklace over and examining it from every angle before giving it back. "I think I might be able to use the magic of the others in the set to purify yours, Twilight."

"Well, that's a relief, I was afraid I'd be wearing this thing forever!" She exclaimed. "Oh, I was wondering if you could teach me any other combat spells?"

Merlin simply laughed. "My dear, I think you already possess an impressive collection of battle magic. Why, I cannot imagine Celestia would let an apprentice go unprepared!

"Well, no, but," Twilight tried to say, but the elder wizard simply continued over her.

"Besides which, I'm going to let you in on a little secret. I'm not a battle mage! While I can definitely hold my own in combat, I'm more of a, hm, technician, would you say? I mostly depend on my transformation spells to fight with. Why, you'd be surprised how effective it can be!" He seemed to realize he was getting off course and coughed embarrassedly. "But as I was saying, I don't really go for the big, showy spells you use. You'd be better served experimenting on your own. Though again, I must caution you, be careful when using dark magic. I have seen more than one young mage think they can control the darkness only to fall to it."

The woman nodded reluctantly. "Alright." She sighed. "I was really looking forward to learning some more new spells, though."

"Well, if you're truly interested," he conceded. "Alright, I think I have a spell the both of you could use. It's rather simple, actually. This spell, Scan, tells you the name of the target along with an approximation of how healthy they are." Merlin said, showing them how to cast the spell. A few testing casts later, they had more or less mastered the simple spell. "Now, I think we've practiced enough here. Come along!"

Soon, they were on the ground floor once more. "Now, I wish you luck in your journeys, Sora, Twilight. Should either of you need any more help or have any questions, the Fairy Godmother and myself shall remain here. Good-bye!"

The two keyblade wielders thanked the old wizard and turned to leave, before Merlin shouted for them to stop. "Oh, I forgot, one last thing! Twilight, I would recommend that you stay in that form for now, at least until you make it back to the First District. While practicing against furniture is one thing, it's never a replacement for real combat against the Heartless." She nodded. "And do thank Cid for me!" he called as the group began hopping over the stones leading the way out.

* * *

"Thunder!" Sora called, as lightning bolts rained down around him, zapping some Shadows. Twilight was rather impressed. He'd improved a lot with only a little instruction. She suddenly jumped back as one of Soldiers took a swipe at her, before countering with her own swing of her keyblade.

Soon, all of the relatively minor pests were gone and they were in the First District once more. The bustling crowds from before were a lot thinner now. Across the way, Marie was closing up her cafe. "We'd better hurry if we want to catch Cid!" Twilight exclaimed, dashing ahead as the others followed. Catching sight of the man, she called, "Cid!"

"Twilight, is that you?!" The former mare nodded happily. "Well, I guess you delivered that book after all. Well, a deal's a deal. You still want that ship, right?"

Applejack snorted. "'Course we do! Ah ain't leavin' mah friends alone on some strange world!"

"Right, follow me," Cid said. He lead them down a small side street and opened a door. "This is our garage." The man flipped a few switches near the door. Floodlights above flickered on, illuminating a cavernous space packed with various ships and vehicles. Most of them looked strange to Twilight's eyes, almost as if they were made of a plastic-like substance. "Gadget, bring up that ship we were fixing up earlier!"

"On it!" A feminine voice chirped from a nearby speaker.

"Who's that?" Spike sleepily asked.

"Huh? Oh, that's my assistant, Gadget Hackwrench. She might be small, but she's one of the best engineers I've ever seen!"

There was a grinding of gears as a hatch in the middle of the room opened up and a colorful little ship came into view. Like several of the others, it looked strange to Twilight's eyes, like it was made of plastic. She yawned. "Um, Cid, do you know where we could find an inn or something?"

"Eh, there is one out there in town, but ever since we lost the Second District it's been overcrowded. Heck, I've got some spare bunks in here for travelers, all of you can just stay here and leave in the morning."

"Thanks, Cid," Sora said, his eyelids drooping. The engineer lead them to a few small side rooms. Twilight, Applejack, and Spike bid their friends goodnight before heading into one of the little rooms. Inside they found a couple of surprisingly comfortable beds. Spike scrambled onto one and promptly dozed off with a mumbled goodnight.

Twilight quietly chanted the spell Merlin had taught her, returning to pony form. "Quite a day, right Applejack?" she whispered so as not to wake her little assistant.

"That's for sure," the earth pony replied, setting her hat on one of her bedposts. "Do ya really think we'll be able to find all of our friends and the princess?"

Twilight sighed. "I don't know. I just have to believe in my heart that we'll see them all again." The unicorn slipped into bed beside Spike. "There is one thing that's worrying me, though."

"What's that?"

"If we were thrown out amongst the worlds, then where did Nightmare Moon end up and what's she doing?"

"Ah don't know, but she ain't the type to just sit back on her haunches. Whatever it is, it can't be good."

The keyblade wielder shuddered. She definitely wasn't looking forward to their next encounter with that wicked pony. With a pulse of magic, she flipped the light switch. "We'll deal with it in the morning. Good night, Applejack."

"'night, Twi'."

Soon, Applejack's snores filled the room. Twilight laid there for a while, thoughts and worries racing through her head, until eventually, sleep claimed her...

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	11. Chapter 11

_Laughter echoed around her, seeming to come from everywhere at once from the shadows. Eerie yellow eyes peered at her. "Who's there!?" she called. Nothing but more laughter answered her. She ran, trying to get away, but the eyes followed her every step. There, something in the distance! She chased after it, but for every step she took it seemed to get further away, vanishing into the dark._

_Her mistress's voice whispered into her ear. "Why couldn't you save me, Twilight?"_

* * *

"Twilight! Wake up!" Someone was shaking her awake, again. She groggily hoped this wouldn't become a regular occurrence. "Come on, ya'll was havin' a bad dream!"

Twilight opened her eyes to see Applejack watching her, concerned, with Spike anxiously looking on.

"Um, are you alright, Twilight?" the little dragon asked, wringing his claws.

The unicorn slowly nodded.

"Do ya wanna talk about it?" The farmpony sat down on the bed beside her and put a hoof on her shoulder, comfortingly.

"No!" A shudder ran down the mare's spine. "No," she said again, her voice lower this time. "I just want to forget all about it."

"Well, alright, if ya say so," Applejack reluctantly replied. She got up and retrieved her hat from where she'd set it the night before. "So, how's about some breakfast? I think that big fella, er, what was his name?"

"Goofy!" Spike helpfully supplied.

"Right, Ah think he went out early to get something from that cafe from yesterday."

Just then Goofy's voice called, "Up and at 'em everyone, breakfast is served!"

Smiling, Twilight followed her friends outside, to where Sora was already wolfing down a plateful of donuts while Donald pecked at a muffin. The mare floated over a few pastries for herself. "Thank you for breakfast."

"Aw shucks, you're welcome!" Goofy replied, quickly making his way through a stack of donuts.

Applejack got her hooves on some apple fritters and took a bite. She sighed. "It's good, but... it just ain't the same."

"Hey, we'll find them and be home before you know it!" Twilight tried to cheer her up, though her heart wasn't really in it.

"And how do ya know that?!" the earth pony shouted, throwing her pastry away. "They could be anywhere! We don't even know where to start!"

"Hey now, none of that!" The usually jovial knight said, his voice serious for once. "I know things seem a little dark right now, but things always get better before the end! You'll see! You've just gotta keep a smile going!" He nodded to himself in certainty. Applejack slowly nodded and sat back down.

"Besides," Donald interjected, "There's only so many worlds out there they could be, remember? 'You can only travel to the worlds connected on the Lanes Between.'" He sounded as if he was quoting something. "So, it's just a matter of elimination! We're doing the same thing with Sora to find his friends." He shared a look with Goofy before continuing. "Actually, me and Goofy have been talking about something. You see, we're on a mission from his Majesty, King Mickey."

"Who's he?" Spike asked, grabbing for another muffin before Twilight coughed and shook her head. The little dragon crossed his arms and began grumbling to himself.

"King Mickey? Why, he's the ruler of Disney Castle! I'm the Captain of the Guard and Donald here is the Royal Wizard!" He happily exclaimed.

"Goofy! I was trying to keep that a secret!" Donald shouted.

Twilight rolled her eyes. "I kinda already guessed that."

"Well, anyways," the wizard continued, looking slightly cross, "The King gave us a mission to find someone with a 'key' and protect him, but he never said anything about two keys. So, we were thinking that maybe one of us should go with you instead."

"What?!" Sora spluttered, spraying crumbs all over.

"I'm sorry, Sora, but we've gotta follow our orders." Goofy sadly said.

"But you can't do that! You've gotta help me find Riku and Kairi!" The boy shouted. He looked at Twilight imploringly.

"Um, you don't have to do that!" the unicorn found herself saying, "I've got a lot more training than Sora does, I'm sure he could use both of your help a lot more!"

"Well..." Donald trailed off as Goofy hummed in thought.

"And well, I figured we're going to be splitting up, to search for our friends, right?" The two royal retainers nodded. "Well, we could come back here to Traverse Town to check in every few days! That way, you'll be able to see that I'm okay and if one of us happens to find the other's friends, we can bring them back here. How's that sound?"

After a moment's thought, Goofy nodded. "Sounds good to me. What do you think, Donald?"

The duck wizard sighed. "Well, I guess Sora does need all the help he can get."

"Hey!" the younger keyblade wielder exclaimed, before breaking into laughter. "Thanks guys."

* * *

"Hey," Cid called, entering the garage. He stretched and yawned. "Man, you guys sure like getting an early start, huh? Well, your ships are all ready to go."

"Thanks again, Cid." With a quick spell the unicorn floated in her and Applejack's saddlebags from the small bedroom, settling them over herself and her friend. "Well, I guess this is it," she sighed, a look of determination on her face. She turned to Sora's. "How does meeting here in three days sound?"

"That works, I guess," the boy replied. "Um, do you know where to start looking?"

"No, do you have any ideas?" she asked.

"Well, the ship should have the same basic routes programmed in as Donald and Goofy's ship. Just take the space lane that they didn't take!" a new voice said. It sounded vaguely familiar. Twilight looked around for the source but couldn't find anyone. "Down here!" Twilight looked down to see a small mouse clad in a blue mechanic's suit. A matching set of goggles sat upon her forehead. She waved a paw. "Hiya! I'm Gadget!"

"_Oh yeah, now I remember, the voice over the speakers from last night."_

"Yep, Gadget here volunteered to be your ship's mechanic." Cid fished out a cigar and made to light it, but the little mouse turned to glare at him. He stuffed it back into a pocket, grumbling. "Well, let's get you all going."

The two groups followed Cid to their waiting ships. Up close, the ships looked really weird, like some sort of brightly colored rubber, or plastic. "What're these things made of?" Applejack asked, poking the side of one of them. It gave slightly before bouncing back into shape. "Doesn't seem too sturdy, if ya ask me."

"They're made out of gummi blocks," Gadget explained. "They rain down from the sky from time to time. Nobody's quite sure what they're made of, but I have my guesses. They do make great materials to make ships out of, though! They stick together really well to make an airtight seal, plus they're surprisingly resilient! And there's all kinds of special gummi blocks, like ones that shoot lasers, or engines, or whatever we need!"

"These things shoot lasers?" Spike exclaimed, his eyes wide. "Cool!"

"Well, this ship only has a few weapon gummis, but it's more than enough to keep you safe," Cid explained.

"Er, why would we need weapons? Don't tell me the Heartless are out there too!" Twilight groaned in exasperation.

"Well, not always, but sometimes you have to shoot down a few Heartless ships to get by," Donald said, already putting his pack into his ship.

"Ah'm likin' this idea less and less all the time," Applejack said, "Come on Twi', let's go before Ah lose mah nerve!"

"Alright, alright." Twilight turned back to the others. "So, you guys said you came from Wonderland, right?"

"Ah yup!" Goofy nodded. "You'll wanna take the other route. Uh, where's that lead again?" He scratched his head in thought.

"Olympus Coliseum, I think." Donald helpfully supplied. "I've never been there, so you'll have to just wing it." Spike smirked at the turn of phrase, but managed to contain his laughter. "Oh, almost forgot. Don't interfere in the world's events more than you have to."

"Why not?" The mare asked.

"It's just not good to interfere. Who knows what could happen?" He tossed his own bags into his gummi ship. "Well, I think we're ready to go," the mage declared.

Twilight nodded, "Alright. Thanks for all your help, everyone! See you in a few days!"

"See ya!" Sora shouted. Their good-byes said, the two groups piled into their ships.

* * *

Twilight looked over the ship's controls. "Hm, this doesn't look too hard," she mumbled to herself.

"Well, that's good, because you'll be piloting!" Gadget chirped, to the dismay of everyone else aboard.

"What?!" the unicorn exclaimed. "I've never done anything like this before! Can't you do it?"

The little mouse girl laughed. "Well, I'd love to, but there's a slight problem. I'm too small to reach the controls!"

Twilight laughed nervously and settled into the pilot's chair.

"Relax, it's not that hard, you said so yourself!" Gadget exclaimed. She quickly explained the controls.

The unicorn let out a shaky breath and nodded. A light purple glow settled over the various buttons and knobs as the keyblade wielder got ready.

"You gals ready in there?" Cid's voice asked from a nearby speaker.

"Yep! We're ready to launch!" Gadget answered, gesturing for Twilight to press a red button.

"Ya know," Applejack began, "Ah'm startin' to think this wasn't such a great ideAAAAAAAAH!" She screamed as the ship rocketed forward down the exit shaft, coming out amidst a field of stars.

"Wow," Spike gasped, nose pressed against the glass as he gazed at the stars.

"They're beautiful," Twilight softly murmured.

Applejack took one look and blanched. "Tell me when we're on solid ground again."

Gadget laughed as Twilight carefully directed the ship into the lane she indicated. "Oh, come on, it's not that bad. Besides, this is a thousand times safer than the first ship I made. That was one rickety old blimp..."

* * *

The ship shuddered as another volley slammed into the hull. "Ah thought ya'll said there weren't supposed to be many Heartless ships out here?!" Applejack cried as she tried to keep Spike calm.

"I did! I've never seen Heartless out in such numbers before!" Gadget's voice came from a nearby open console, where she was doing some quick repairs. There was a slight whine as the vibrations ceased. "There, the shields should be back up now, but they won't last much longer. You need to take out the rest of those Heartless!"

"Right," Twilight grunted, looping the ship around to get a better angle on the enemy ships. It wasn't until they'd gotten out of sight of Traverse Town that the Heartless had attacked. The mare had barely had any time to get used to the controls before she was forced to fight. "_They're clever, I'll give them that,"_ she thought, pressing the trigger as soon as one was in her sights. The Heartless gummi ship exploded under her fire, soon followed by the rest. "_But they're just not very good."_ She swept a bit of sweat from her brow. "Well, I think that's the rest of them. Is everyone alright?"

"Ah guess."

"Yeah!"

"I'm fine, but we have a slight problem," Gadget said, coming into view as she climbed out of some wiring. "One of their shots did a little damage to the engines. Now don't worry!" She reassured at the pony's alarmed looks, "We're not in any danger right now, but we just won't be able to take off right away after we land. It'll take me a few hours to do the necessary repairs."

"That's alright, we were going to look for our friends anyways." The unicorn caught sight of something in the distance. "Hey, is that it?"

The mouse peered out of the window. "Yep, we're here! Now, just slowly take her in."

Twilight nodded in concentration as she manipulated the controls...

* * *

The unicorn landed the ship outside of an enormous building. Huge stone pillars supported the walls. "Well, here we are, Olympus Coliseum." She looked out of the window and spied a few humans walking about, dressed in long, flowing clothes. "_Right, better transform,"_ she thought, her horn glowing as she cast the spell. Purple light suffused the cabin as she changed, making sure to remember the clothes from before.

Her assistant gave her a thumbs up. "Looks good, Twilight!"

Smiling, she turned to Applejack. "Are you sure you don't want a transformation? It'd help us fit in a lot better!" She cajoled.

"Like Ah said before, no! And look, not everyone around here's all human anyways!" she said, pointing out the window to a short creature that looked half goat, half human. The little figure quickly entered the towering structure.

"Alright, alright. Gadget, will you be fine in here?"

"Yep!" She chirped, already diving into one of the consoles. "I've got everything under control, don't worry about me!"

"Good. Come on, everyone!" She pressed a button, opening the hatch. The keyblade wielder took a breath of fresh air then turned to lift Spike up onto her shoulders. She grunted slightly under the weight. "Alright, that's it, you're going on a diet."

"Aw, but Twilight!" the little dragon whined.

"Aw, give the little guy a break, Twi'." Applejack got out of the ship and closed the hatch, clearly thankful to be on solid ground once more. "It's not every day he gets to try food from other worlds, right?"

Slightly alarmed, Twilight shushed her friend. "Remember what Donald said! We shouldn't interfere in worlds that don't already know about the other worlds. I don't think we're supposed to mention them either."

"Okay, okay, Ah get it." The earth pony rolled her eyes. "Don't see much point in it myself, as they'll find out one way or another, but alright."

"Well, we're new to this. I just think we should follow the advice of the more experienced," Twilight defended herself.

Before Applejack could respond, Spike interjected, "Hey, maybe we should check inside that big building? I bet someone in there would know if any ponies showed up here."

"Good idea, Spike." Twilight patted her assistant's knee. "Let's go!"

* * *

"Woah, I've never seen architecture like this before." Twilight looked up at the pillars stretching up high into the sky. They lined the passage leading deeper into the building. Strangely, several of the areas were open to the sky. A man near the entrance had directed them to talk to the coliseum manager, somebody named Philoctetes.

Applejack came up beside her. "It's so tall. Almost reminds me of Manehatten," she commented.

After a short walk, they came out in a large, open courtyard. A couple of large statues sat beside a relatively small door on the other side. Suddenly, Twilight's keyblade appeared in her hands. On instinct, she conjured a magical barrier, just before a familiar rainbow colored meteor slammed into it.

"I knew it! No normal human can block me like that! Twi', AJ, it is you!" A voice Twilight knew shouted.

The young keyblade wielder found herself being pulled into a hug. When the dust from the impact cleared and she could see, a smile spread across her face. "Rainbow Dash!"


	12. Chapter 12

"So, I guess you're using some kind of spell to look like that, huh?" The armored pegasus asked, leading them to a nearby bench.

"Yep!" Twilight carefully sat down, still a little unused to her human form. "Applejack, Spike, and I ended up in another world, called Traverse Town." Her voice lowered as she explained the nature of the worlds and how they got there. "Apparently, Equestria is just one world among many. This is another world too, called Olympus Coliseum. We met some another group of travelers who explained things to us. There was another keyblade wielder too, some kid named Sora."

"Wow, I just thought I got blown to the other side of the world when Nightmare Moon's keyblade exploded. This is so cool!" Rainbow Dash exclaimed, bouncing up in excitement. "So, you have a ship or something to travel between worlds, right?!"

"Yep, we do," Applejack drawled, bemused by her friend's antics. "Hopefully the trip back won't be so bumpy. Earth ponies are meant to stay on the ground!"

"So, are you ready to go, Rainbow?" Twilight asked, getting to her feet. "We need to find our other friends. We think they're scattered around the other worlds."

"Well," the pegasus began, "I guess. I was trying to get into the games around here though."

"Games?" Spike perked up. The mention of games definitely had his attention.

"Yeah, games!" The mare pointed with her hoof towards the double doors leading further inside. "You have to fight your way through this tournament, and if you win you can get some awesome prizes, plus you get named a hero!"

"A hero? Wow!" The little dragon's eyes were filled with wonder.

"Yeah, they're pretty awesome! That manager though, he wouldn't let me in because he thinks I'm just a rookie! But come on, with the three of us together, nopony can stop us! He won't have any choice but to let us in!"

The farmpony shook her head. "Ah don't know, Rainbow Dash. What if somepony gets hurt?"

"Hey, they have healers and stuff for injuries, and it's not like it's a fight to the death or anything. Come on, Twi', let's do it!" The pegasus tried to tug the keyblade wielder in the direction of the doors, but she hesitated.

"And we have to wait for Gadget to get done with the repairs anyways!" Spike said, eager to see the games.

"It can't hurt just to try out, right?" the transformed human asked. She strode up to the doors and pushed them open, finding herself in what looked to be some sort of trophy room. "_Hey, it's that goatman we saw outside!"_ she thought. The hairy little guy was struggling to move a large statue blocking a doorway.

"Hey, Herc, mind giving me a hand here?" He grunted. Twilight looked at her companions and shrugged. Purple magic enveloped the heavy stone statue, shoving it aside. "What the?" the goatman trailed off, turning to look at their group. "Oh, it's you again. Look, I don't care who you've got with you, I ain't lettin' no group of rookies into the games!"

"We're not rookies!" Rainbow Dash crossed her arms as she hovered in front of the irate little man. "Come on, Phil! Twilight here knows all sorts of magic and Applejack is super strong! We can totally do this!"

"Well," Philoctetes said aloud, scratching his chin, "Alright, tell you what. If horn girl over there can pass a little test I'll think about it."

"_Horn girl?!"_ An affronted Twilight thought. She angrily exclaimed, "I'll show you! Bring on that test!"

The satyr laughed. "That's the spirit! Come on, this way, I've got it all set up in the arena!"

Spike suddenly tugged on a lock of the keyblade wielder's hair. "Hey, Twilight, these tests sound kinda boring. I saw a food cart back there, do you mind if I go get some snacks?"

She was about to say no, but then the keyblade wielder remembered what Applejack said earlier. She kneeled down and let the little dragon jump off. "Alright," she relented, pouring a few munny orbs into the eager kid's claws. "But you'd better not stuff yourself! And bring back some for the rest of us!"

"Yay!" the little guy cheered. "Thanks, Twilight, you're the best!" He ran off, kicking up a small cloud of dust behind him.

Twilight shook her head and followed the rest of the group out into the arena. There, she saw stacks of barrels lined up on various platforms, a few even floating in mid-air!

Phil cleared his throat. "Alright, here's what ya gotta do. You'll have two minutes to smash all of these barrels." He pointed to Applejack and Rainbow Dash. "And no help from either of you!"

The two mares grumbled, but Twilight just smiled. Her keyblade flashed, held up by the purple glow of her magic. "This'll be a piece of cake!"

A nasty smirk crossed Phil's face. "And none of your fancy magic either!"

"What?!" Twilight's keyblade fell to the ground with a clatter of metal on stone. "But that's how I fight! I'm a magician for Celestia's sake!"

"Hey, magic's fine and all, but I have to make sure you're tough!" He held up three fingers. "Three words, rookie: crowd appeal!"

Applejack looked confusedly at her pegasus friend who just shrugged.

"What I'm tryin' to say is, the crowds don't like it when somebody folds up in one hit, or if you end up running around the coliseum just because you're out of mana and you don't know how to swing a weapon around. No crowds equals no tickets sold, and no tickets sold means I'm out of a job! Sorry, but them's the breaks, girlie." Phil folded his arms. "So, you gonna do this or what?"

Twilight's keyblade snapped into her waiting hands. "You bet I am!"

"Okay then!" The satyr got out a small sundial and began counting down. "And go!"

Twilight burst into action, sweeping her keyblade through the first trio of barrels. They burst into splinters as she jumped up to the next level, destroying more barrels as she went. Sweat dripped into her eyes as she thrust forward. "_Ugh, I'm never criticizing Sora again,"_ she thought, quickly wiping her brow. "_How does he make jumping around like this look so easy?!"_ Soon, just one group of barrels remained, floating on a platform in the distance. Swinging her weapon about in a great arc, she flung it with all her might. The wooden barrels practically exploded on contact with the mystical weapon. Panting, she turned to Phil. "So, how did I do?"

"Hm, five seconds to spare!" he announced after checking his timepiece. "Not bad, rookie."

Rainbow flew down and poked the satyr. "So, do we get in?!" She poked him again. "Did we?!"

"Settle down, featherbrain," he grumbled, brushing her off. He ambled over to a nearby list posted on a wall. "Hm, sorry girls, looks like all the spots in the tournament are filled. Better luck next time!"

"Hey, ya'll said we'd get in if Twilight passed your test!" Applejack said, pawing the ground angrily.

"No, I said I'd think about it!" An irate Phil corrected her. "I thought about it, and I ain't got no room! Now beat it!"

Twilight sighed. "Come on, girls, let's just go."

"But Twi'!" Rainbow Dash whined. "I really wanted to win here!"

The keyblade wielder sighed. "Maybe we can come back for the next one, alright?"

"Fine," the pegasus pouted, then sighed. "Well, no point in hanging around here any longer. Let's go."

The trio began walking back the way they'd came. A few moments later, they were back in the large courtyard with the statues. "Now where did Spike get to?" Twilight wondered aloud. Cupping her hands about her mouth, she began to call out the little dragon's name. She soon got a response, but not the one she wanted.

A pillar of foul smelling smoke erupted in front of them, setting them to coughing. When the smoke cleared, a strange, tall being stood before her. He looked similar to a human being, but just off. He was dressed in a robe like many of the other people around, but his was darker and had a broach shaped like a skull! His skin was the wrong color and his hands ended in claws. And his hair was made out of flames! He stretched a hand forward. "Hey, I heard you're having a bit of trouble getting into the tournament."

Twilight recoiled slightly. She _definitely_ didn't like the looks of whoever this was! "Who are you?"

"Hades, lord of the dead, nice to meet ya!" When Twilight didn't move to shake his hand, he continued. "Now Twilight, I'm a bit of a fan-"

"How'd you know my name?" The keyblade wielder suspiciously interrupted.

"Oh, I hear things, here and there. You're not quite what I was expecting," he said, looking her over and leering slightly. Twilight nearly gagged. "But eh, what can ya do?" He shrugged expressively. "So, anyways, I heard ya wanted to get into the tourney, and guess what? I have a few entry passes right here!" A few tickets appeared in his hands in a puff of smoke. "Why don't ya take 'em? All I ask is that you give me a hell of a show!"

Twilight looked to her friends. Rainbow Dash looked slightly tempted but shook her head no, while Applejack looked disgusted just being near this foul creature. "Ugh, thanks, but no thanks. Now if you'll excuse us, we'll be on our way-"

"Ya know, I half expected you might say that." Hades snapped his fingers. Another trio appeared beside him in a puff of smoke. It was Spike, wrapped in chains, with two little imps holding his bonds!

"Ugh, I don't feel so good, Twilight," the little dragon said. He looked very pale.

Twilight's keyblade flashed into her hands, glowing like a star with her magic, as wisps of darkness swirled around her in a storm of power. "LET HIM GO!" she roared. Applejack quickly got out her new spiked rope as Rainbow Dash put up her hooves.

"Ooh, there's that temper I've heard so much about!" the lord of the dead laughed. "Now, I'd calm down if I were you. Wouldn't want to break this, would you?" He pulled forth a small vial, with liquid sloshing about inside.

"What's that?" the pegasus warily asked.

"Oh, not much, just the antidote to your little friend's poison," Hades waved the little vial about. "It's quite a nasty little thing, you know. He'll just waste away, day after day, until there's nothing left."

Twilight growled, forcing her anger and darkness down. "What. Do. You. Want?" She demanded.

"Why, just fight in the tournament!" The vial of antidote disappeared in a puff of smoke. "You see, there's this little jerk in the tournament called Hercules. I want you to take him out for me."

"I'm not going to kill anyone!" the keyblade wielder growled, getting ready to fight.

"Who said anything about killing?" Hades replied. He waved a hand dismissively. "Just tire him out, I'll do the rest. Do this for me, and the antidote is yours."

Applejack laid a hoof on Twilight's keyblade. "Ah think we'd better do what he says."

"But!"

"We'll figure something out, Twi'," Rainbow Dash reassured her friend.

The keyblade wielder sighed and banished her keyblade. "Fine, we'll do it."

"Great, just what I wanted to hear! Now, here's your passes." Twilight reluctantly took the scraps of paper.

"Twilight, I'm scared," Spike said, his voice pained.

"It'll be fine, Spike, trust me!" The transformed mare tried to reassure her little assistant.

Hades snapped his fingers and the little dragon and his captors disappeared. "Oh, one last thing. I've got another fighter in the tournament. Tall, broody guy with spiky hair, can't miss him. If you end up facing him, well, good luck. I don't really care which one of you fights Herc, but if he ends up beating Wonderboy, well, no antidote for you. Capice?"

"Yeah," Twilight growled, as the lord of the dead vanished in another cloud of smoke. "I got it."

* * *

"Hey Phil!" The pegasus shouted, waving her entry pass around. "Look what we found!"

"Huh?" The satyr goggled at the small pieces of paper. "Where in the world did ya find those?!"

"It doesn't matter. We can get in the games now, right?" Twilight impatiently asked.

"Yeah, sure," Phil said, already putting their names onto the list posted on the wall. "What's the big rush though? Earlier you didn't seem too bothered by not getting in."

"Ha-" The keyblade wielder started, before stopping herself. Somehow, she didn't think Hades would react well to her revealing his involvement and she didn't want to do anything to further endanger Spike. Putting on what she hoped would be a cheerful tone of voice, she continued, "I just changed my mind, that's all."

Phil shrugged. "Well, the preliminaries are gonna be startin' in about a minute. Come on." He waved them through the doors. A wave of noise slammed into them as they entered the arena. The stands were packed with cheering people!

"_Wow, I've never fought in front of so many people before,"_ she thought, looking around.

Phil laughed. "There's a bunch of weirdos in the games this time, so be careful, rookies."

"This is so awesome!" Rainbow Dash exclaimed, doing a loop in the air.

Applejack grabbed the overexcited pegasus and dragged her down to the ground. "We're here so we can get that antidote for Spike, remember?" She hissed at the mare.

Rainbow laughed awkwardly and rubbed the back of her head. "Sorry, I'll stop."

"Rookies." The satyr rolled his eyes and walked off.

There was a loud bang and the crowd slowly quieted. Twilight looked up to see a man standing on a platform above the crowd. His voice rang out, "Welcome to the Phil Cup!" The crowd cheered. "We plenty of fights for you today, so let's get to 'em! In this corner we have the, er..." The man looked down at some paper in his hands before scratching his head. Finally, he shouted down, "Hey, what's your team's name?"

"Um," the transformed keyblader said, stalling for time. She desperately looked to her friends, who shrugged. As she fingered the black chain of her necklace, inspiration struck. "We're the Elements of Harmony!"

"Right, the Elements of Harmony versus the Jungle Vice!" The announcer shouted as the crowd roared once more.

A group of strange, monkey-like creatures bounded into the arena from the other side. A few Soldiers marched in after them. Twilight's keyblade flashed into her hands as she caught sight of the emblem they bore. "Heartless!"

"Ah see 'em!" Applejack cried, twirling her rope around before letting it fly. Weighted by the heavy metal spike on the end it flew forward straight and true, impaling the nearest of the monkey Heartless. It vanished into wisps of darkness as the farmpony whipped her weapon back, readying for another strike. Rainbow Dash streaked forward, grabbing one of the monsters. She rapidly whirled in mid air before flinging it into a Soldier, destroying both of them.

With the barest flicker of power, Twilight cast the Scan spell from Merlin. Information flowed into her mind, labeling the creatures as Powerwilds. One of them leapt at her in an attempt to flay her with its claws, but the keyblade wielder simply parried the blow, knocking it back. Flinging her weapon at the stunned Heartless, she began to concentrate. The weapon began to glow with her magic, obliterating the Powerwild before curving to strike several more. The crowd roared as Twilight's keyblade reappeared in her hands.

"And the Elements of Harmony just roll over the competition in a striking display of skill, advancing to the next round! You'll only see fights like these here in Olympus Coliseum!" The announcer shouted as Twilight stomped out of the arena, followed closely by her friends.

Phil was waiting for them in the lobby. "Not bad, roo-" He was cut off as Twilight grabbed him with her magic and flipped him upside down. "Hey, what gives?!"

"Twilight!?" both of the mares exclaimed, surprised.

Twilight leaned in close to the satyr, her eyes cold. "Why are there Heartless in the games? Did Hades put you up to this?!"

"Hey, I don't make up the rules, girl! They showed up with entry passes, so I let 'em in! That's how it works!" Phil shouted. "Now let me down!"

After a moment, the keyblade wielder sighed. She turned the satyr rightside up before setting him down. Twilight looked away before mumbling, "Sorry."

Phil brushed himself off. "Now, what's this about Hades?"

"Ah think ya should tell him, Twi'," Applejack said as Rainbow Dash nodded.

The keyblade wielder sighed and began to explain. "Hades poisoned one of my friends. He won't give me the antidote unless I defeat somebody named Hercules in the games."

"Hercules?!" the satyr exclaimed. He began to pace back and forth. "Well, we've got a bit of a problem then. He's is off visiting his father during these prelims. And I can't just stop the games either, who knows what Hades'd do?" He sighed. "Well, I can send a messenger to try to contact Herc, but who knows if it'll get to him in time. In the meantime, just keep fighting in the tournament. That's all we can do for now."

Just as Twilight was about to say something, the door to the arena opened. Twilight gawked as a tall man with spiked blonde hair that had a simply enormous sword wrapped in bandages strapped to his back walked by. He stopped and stared at the keyblade wielder and her friends for a moment before continuing. "_Creepy. Wait, that must be Hades' other fighter!"_ she realized. "Who's he?"

"Eh, not sure. Must be another newbie around here. Looks pretty tough though. You might end up facing him, so be careful," Phil replied.

"Aw, who cares?" Rainbow Dash exclaimed, looping a leg around both of her friends. "With all of us together, there's no way we can lose!"

A small smile worked its way onto Twilight's face. "_She's right! With my friends I can do anything!"_

"Hey, I think you're up again!" Phil said, as the crowd outside began to roar again.

"Right!" Twilight shouted, her keyblade appearing in her hands. "Let's go, girls!"


	13. Chapter 13

Several rounds later...

* * *

"Phew, that last one got a lucky shot in," Rainbow Dash winced as she strained to look at another dent in her Royal Guard armor. "I really need to find a blacksmith."

"Maybe there's one in Traverse Town," Twilight said, as one of the coliseum's healers smeared salve over a cut and wrapped it in bandages. "Hey, not so tight!"

Applejack laughed. "And that's why Ah prefer to fight with mah rope!"

"Hey, I don't like getting in close, either, I am a mage, you know. It just happens!" Twilight protested, flexing her lightly injured arm. "This feels better already, thanks!" The robed woman bowed and left.

"Hey girls, you're up again!" Phil said as he burst into the room. "And I've got bad news. You'll be facing that guy with the sword earlier. I've been watching him fight and he's a real heavy hitter. Good luck out there!"

"Thanks. Any news from Hercules?"

Phil shook his head.

Twilight sighed. "Well, here goes. Come on girls!"

"Right behind ya, Twilight!"

"Let's kick this prettyboy's butt!"

The trio strode out into the arena. Their opponent stood near the opposite door, locked in an argument with Hades. Twilight raised an eyebrow. Just what was going on here? The man suddenly shook off the lord of the dead and walked forward to meet them while Hades threw up his hands in exasperation and disappeared in a puff of smoke.

"It's the fantastic Elements of Harmony versus the one man army, Cloud! Who will win this battle of titans?!" The announcer shouted. "And, fight!"

"_He's fast!"_ Twilight thought as Cloud suddenly dashed forward, but Rainbow was there to meet him. There was a flurry of blows, then the pegasus flew back with several new dents in her armor. She crashed into the wall behind them, cracking the tan stone. The mare slumped to the ground, unconscious. "Rainbow!" The keyblade wielder gathered her magic before unleashing it in a grand fireball, but her opponent simply deflected it with the flat of his blade.

"Why ya big galoot!" Applejack exclaimed, lashing out with her weapon. Cloud quickly sidestepped the flying spike and grabbed the rope. With a powerful tug, he launched himself forward, catching the farmpony by surprise. Smacking her with the flat of his blade, the swordsman sent her flying to land atop the unconscious pegasus. She laid there, groaning.

"You," Twilight growled, darkness beginning to flow from her corrupted necklace. "How dare you..." The darkness seemed to seep into Twilight's clothes, changing them, turning them into a dark blue bodysuit. "How dare you hurt my friends?!" Holding her keyblade aloft as darkness swirled about, she screamed with rage, "**DARK AURA!"**

A portal of darkness opened before the keyblade wielder. She dove in, only to reappear behind her opponent. Cloud turned to parry her blow with a clash of metal, but Twilight suddenly disappeared, streaking in from the other side in a surge of darkness. He grunted as he took first one slash, then more. Suddenly, the keyblade wielder crashed down from above, a wave of dark power erupting from her weapon, blowing the swordsman back.

Cloud coughed and spat out a mouthful of blood. "You know, I made the same mistake once, giving in to the dark," he spoke for the first time, wiping his mouth. "It didn't end very well."

Growling, Twilight raised her keyblade for another attack, when a noise from behind gave her pause.

"Don't give in to the darkness, Twi'," Applejack wheezed. "Ya don't need it! You've got friends!" She managed to get out before falling unconscious as well.

"_She's right,"_ the keyblade wielder realized, memories flashing through her head of her friends and how they helped her, how they stood together against Nightmare Moon. "Friendship is a power far greater than the darkness ever could be!" She announced, as light began to shine from her keyblade. The darkness recoiled, retreating back into the cursed element. Unseen beneath her now normal clothes, her necklace flickered to pure gold for a few moments.

The bandages around Cloud's sword suddenly unwrapped themselves, revealing a shining blade. "Hmph," he grunted. "Looks like I'll have to get serious." The tall man crouched, about to launch himself into the air, when a large cloud of smoke erupted, covering the arena floor. Screams began to fill the air as the smoke cleared, revealing an enormous three headed dog! Its razor sharp claws clacked along the arena floor as drool dripped from its tooth filled maw. The black-coated hellhound roared, sending the spectators fleeing for the exits.

"Oops!" Hades' voice mockingly rang out from above. Twilight looked up to see him lounging in the announcer's box. "Oh right, there was one little rule I forgot to mention: accidents happen!" The lord of the dead laughed mockingly.

Twilight stood protectively over her friends as the beast began to advance upon them. Cloud leaped over to stand at her side, angling his sword towards the monster. "Truce?" the keyblade wielder asked. Cloud nodded silently. The monster roared, its claws gouging great furrows in the stone floor as it began its charge. Suddenly, a shape dropped in from above. It was a heavily muscled man, riding some sort of white flying creature. The man jumped off of the creature and punched the middle head of the beast, driving it back a few yards. It roared in pain, shaking its heads.

"Phil!" the man called, "Get them out of here!"

"I'm on it, Herc!" the satyr shouted, grabbing Applejack and tugging her inside. "Gimme a hand here, girlie!"

Twilight looked back at the growling beast before nodding. She quickly grabbed Rainbow Dash with her magic and darted inside, laying her out on a nearby bench before making for the door once more. But she found Phil blocking her path.

"Are you kiddin' me, girlie?! Surely you're not thinking of going out there? This ain't no arena match, this is the real deal, life or death!" He exclaimed.

"I don't care!" Twilight shouted. "I'm not going to leave those two to fight that thing alone! Besides, Hades has one of my friends, and I'm not leaving until I get him back!"

"Alright, but be careful out there!" Phil relented, moving out of the way as the keyblade wielder ran back outside. After a moment, he let out a sigh. "Damned heroes..."

* * *

A crash shook the arena as Twilight ran in, her keyblade tightly grasped in her hands. "What is that this thing?!" she shouted, gathering magic for a powerful spell.

"It's the guard dog of the Underworld, Cerberus," Hercules replied, holding back a set of the snapping jaws back as the blonde swordsman dashed in. The edge of his blade took on a magical sheen as he sliced through one of the offending head's eyes. Ichor began to drip to the ground as the beast let out a howl of pain. "And I thought I told you to get to safety!"

"I can handle myself," Twilight announced, holding her keyblade aloft as icy blue energy gathered at the tip of her weapon. With a cry of "Deep Freeze!" the keyblade wielder plunged her weapon into the ground. Suddenly, ice grew over the three headed dog's feet, locking it in place. The beast growled before taking a deep breath. Moments later it began to spew huge orbs of flame.

Ducking under one of the fireballs, Hercules exclaimed, "I don't remember it doing that the last time!"

Hades' laughter rang out from above. "I taught my pet a few new tricks since then!"

"Maybe he knows this one, then," Cloud said, dashing forward. "Play dead." He jumped high into the air, his sword glowing with power once more. But the right head grabbed him just before he could strike, biting down hard on one of the swordsman's arms. Crying out in pain, Cloud tried to slash his way free with his sword, but couldn't get a good angle on the beast.

"_I've got to help him,"_ the keyblade wielder frantically thought, as Hercules dodged orbs of flame, trying to get closer. Quickly gathering her power, she shouted, "Aero!"

A shield of wind whirled around the muscular hero, whipping aside the flames. Jumping straight up, he landed on the monster's back. Cerberus roared in pain as Hercules brought his hands down in a powerful two handed strike, dropping Cloud to the ground. The swordsman quickly retreated, his arm hanging limp at his side, as Hercules did his best to keep the monster busy.

"Are you alright?" Twilight asked, running to meet him.

Cloud shrugged. "I've had worse."

"Let me see," the keyblade wielder muttered, taking a healing potion out of her bag. Carefully taking hold of Cloud's limp arm, she poured the magical liquid over his wounds. The swordsman winced as the wounds quickly knit themselves back together.

"Not bad," he said, flexing his newly healed arm.

"Hey!" Hercules shouted. The duo turned to see him struggling to hold down the massive beast as it bucked and roared. "I could use a little help over here!"

Cloud hefted his massive sword. "Time to put this mutt down. Ready?"

Twilight let out a little gasp as a sense of strength and power suddenly overwhelmed her. "_What's this feeling? It's like, I have a connection with him!"_ Her keyblade began to glow in her hands. She nodded. Suddenly, the blonde swordsman began his charge, the keyblade wielder running beside him. Cloud leaped into the air once more, as Twilight ran straight in. A single word flashed through the transformed woman's mind. _Omnislash_

Darting around the snapping jaws, Twilight lashed out with her keyblade, opening a large cut along along the side of the head. Dark blood dripped to the ground. Cloud wasn't so kind, gouging out the other eye of the head he'd only partially blinded before. The duo landed, only to leap into the air again and again, opening huge wounds in the beast's hide. Finally, the beast known as Cerberus let out an earth shattering roar. Maddened with pain and half blind, it bucked Hercules off before rising to its feet, shattering its icy bonds. The beast crashed through the arena wall, fleeing.

"What?!" Hades shouted, his fiery hair glowing a fierce red in his rage. "How could you beat Cerberus?!"

"With the power of my friends!" Twilight replied, Hercules and Cloud standing beside her.

"It's over, Hades, you lost. Release your prisoner," Hercules commanded, arms crossed.

Spike appeared beside the flaming figure in a puff of smoke. He was slumped over, out cold. "You want the little brat so bad? TAKE HIM!" Hades shouted, tossing the little dragon to the arena floor. Twilight caught him with her magic just in time. She looked up to glare at her foe. "Enjoy the little time you have left with your pet! Remember, no win means no antidote! Without this," he mockingly waved the vial of antidote between two fingers, "He's as good as dead!" A lasso suddenly whipped in front of him, snatching the vial from his fingers. "What?!" A rainbow streak looped around him, creating a miniature tornado that lifted Hades into the air. "I'll get you all for this! Just you wait and see! You'll pay!" The lord of the dead's voice faded as he was blown into the distance.

"Rainbow Dash, Applejack, you're OK!" Twilight cried, darting forth to her friends.

The pegasus winced as the keyblade wielder hugged her. "Hey, careful, damaged goods here!"

"Here, Twi', I've got the antidote," Applejack said, giving her the vial.

"Thanks." The keyblade wielder took the antidote and pried open her assistant's mouth. "Please let this work," she whispered, carefully pouring the liquid down Spike's throat. At first, nothing happened, but then the little dragon began to cough and sputter.

"Ugh, Twilight, what happened?" He asked, color quickly returning to his face. Twilight suddenly hugged close.

"It doesn't matter," she replied, tears running down her face. "All that matters is you're safe now."

"Hm," Cloud grunted. "There's nothing for me here. I guess I'll be moving on."

"Hey!" Rainbow Dash shouted, flying up into the swordsman's face. "You think you can just walk away after beating me like that?! I demand a rematch!"

"No thanks." The swordsman began to walk off.

"Why'd you go along with Hades?" Cloud turned to look at Twilight. "I saw you talking with him."

"I'm looking for someone. Hades promised to help. Like I said before, I tried to exploit the powers of darkness, but it backfired." He shook his head. "I fell into darkness and couldn't find the light."

"You'll find it." The keyblade wielder looked to her friends. "I've already found part of mine."

"Hm. Here, take this." The man tossed her a folded up scrap of paper.

"What is it?" Twilight asked, looking the paper over.

"Just some instructions for an old technique of mine. You might find it useful."

"Thanks for everything!" The keyblade wielder called, as the man walked off.

After a moment, Hercules coughed. "So, I don't think we were ever properly introduced. I'm Hercules."

"Twilight Sparkle," she introduced herself, "And these are my friends, Applejack, Rainbow Dash, and my little assistant, Spike."

"Nice to meet ya." The farmpony tipped her hat.

"Yeah, hi," Rainbow said, distracted. "What's that emblem there?" She pointed at Hercules' belt.

"Oh, this? It's the mark of my father, Zeus." A winged, four legged creature with a coat of white fur swooped down from above to land beside him.

"What the hay is that?!" Applejack cried.

Twilight looked up at the preening creature. "It's like someone took a pegasus and made it about two or three times bigger. But the proportions are all wrong!"

"Huh?" Hercules patted the creature's side. "It's just Pegasus. He's a winged horse."

"He's a winged horse that you call 'Pegasus'," Rainbow Dash repeated, sizing up the big creature. He sniffed at her curiously, before giving her a lick. "Okay, I'm ready to leave."

"What? Leaving so soon?" Phil asked, trotting up.

"Yeah, we have to search for the rest of our friends," Twilight explained.

"Well, I guess that means no parade. Here." The satyr handed her some sheets of paper.

"What're those?" Applejack asked.

"Entry passes for the next games, of course! Feel free to come back any time ya want!" Phil exclaimed, before taking a look around. "Well, after we get the coliseum fixed up, anyways. Jeeze, you kids don't do things by half, do ya?" Twilight blushed slightly. "So, here's your winnings." He handed her a small golden medallion, with the same emblem as the one on Hercules' belt. She looked it over for a moment before slipping it into her pack.

"Hey Twi', I think we should stay here for the night." Applejack asked, yawning. "I don't feel like trying to sleep in that stupid ship."

The keyblade wielder thought it over for a moment. "Well, I guess we could stay for one night," she relented. "And the healers can look us over again, you two can't possibly be okay after slamming into walls like that..."

Rainbow Dash exasperatedly sighed as they followed the satyr inside...


	14. Chapter 14

_The monstrous shape towered above the little filly, rising from the remains of the academy. "No, this isn't what I wanted!" Pityless yellow eyes stared down at her. A black limb reached back, darkness swirling about it. "Help! Anypony, help!" _

_No one came._

_The darkness closed in, choking her. The last thing she saw was the disappointed face of the princess..._

* * *

Twilight jerked awake, shuddering. "_Why do I keep having these nightmares?"_ The mare shook her head. Pulling away the sweat soaked blanket, she slipped out of bed. Spike mumbled in his sleep, pulling more covers over himself. Twilight slowly walked over to a window, looking out. Moonlight faintly lit the arena below, illuminating scaffolding and other tools the repairmen left behind for the night. "_Is it something to do with the keyblade?"_ The mare shook her head. "_No, that can't be it. I haven't had nightmares like this for years."_

She looked to the door. "Maybe I just need a walk to settle my mind," the mare muttered to herself. She silently recast the spell to take human form, and slipped out of the room, missing the concerned eyes of her friends.

Twilight wandered through the halls of the quiet coliseum, fingering the golden trinket she'd won from the games. "What's so special about this?" She flipped the medallion over. The other side was a mirror image of the first. Something echoed down the hall, startling her. Quickly putting the golden trinket in her bag, she silently crept forward. Eventually, she came to the doorway leading to the courtyard with the statues. The noise was coming from outside. Letting out a breath she hadn't realized she'd been holding, Twilight manifested her keyblade and opened the door.

"Cloud?" She asked, confused. The man was practicing on some wooden dummies, running through several complicated techniques that Twilight had never seen before. "I thought you left?"

"Twilight," the blonde man acknowledged, pausing for a moment. "My transportation is running later than expected, so I thought I might get in some practice." He resumed his bladework, hacking apart a small facsimile of the Cerberus. "Why are you out so late at night?"

"I couldn't sleep." The keyblade wielder looked away for a moment. "Do you ever get bad dreams?"

Cloud decapitated all three heads of the dummy in one stroke. "All the time."

"How do you deal with them?"

The blonde swordsman sighed. "I don't."

"Oh."

He gestured for Twilight to come over. Puzzled, she did so. "Since we are both here, we might as well make the most of our time. This is the technique I gave you, the Blade Beam." He held his sword up in front of him. "First, concentrate some energy in the tip of your sword." Said tip began to glow a bright yellow. "Next, slash downwards in the direction of your target while releasing the magic." He did so, and a vertical wave of energy shot forth towards one of the dummies, neatly splitting it down the middle. "Now, you try."

Twilight nodded. "Right, first concentrate the magic," she muttered, as the tip of her keyblade took on a purple glow. "Then slash while releasing it!" A bright purple wave of magic raced forwards, obliterating the target and slicing into a good three feet of stone wall before puttering out.

Cloud raised an eyebrow. "Hm. Not bad." A dark shape blotted out the light of the moon for a moment. "Ah. There's my ride." The swordsman sheathed his blade. "Good luck on your journeys, Twilight."

"Thanks! You too!" She called. The keyblade wielder suppressed a yawn. Well, at least she was definitely ready for bed now. She began walking back to their room, passing through the trophy room once more. Strangely, her keyblade appeared as she passed one of the statues. "Huh?" she murmured. "What's going on?" She yawned again, her eyes drooping. "Eh, I'll just deal with it in the morning..."

* * *

The next morning found Twilight at the breakfast table with her companions, plus Hercules and Phil and minus Rainbow Dash, picking at a plate of cheese, flatbread, and vegetables. She'd decided to forgo the transformation spell today. The two locals hadn't seemed too surprised. "Eh, transformation spells aren't that uncommon around here," Phil commented.

Twilight looked around. "Where's Rainbow?"

"Oh, she said something about finding a blacksmith," Spike explained.

"Hey, Twi', watcha doin' there?" Applejack asked around a mouthful of gyro.

"Huh?" she looked up. "Oh, I'm drilling a little hole in that medal from the games with my magic. The princess told me once that hanging certain trinkets on your keyblade can have interesting effects." She threaded a small chain through the hole. A thought occurred to her. "Er, that's fine, right? I don't want to offend anyone."

Hercules shrugged while Phil waved off her concerns. "You can do whatever you want with your winnings. Heck, a lot of people just end up selling theirs."

"Alright then." Twilight stood up and manifested her keyblade. It floated in the air in front of her. Carefully, she attached the golden medallion to it. With a flash of light, the weapon changed. The whole thing now appeared to be made of dark metal and marble, with much of the design, such as the teeth of the key and the crossguard resembling clouds carved in the same manner as the surrounding architecture. The small golden medallion hung off of the end on a silvery chain. A name ran through her mind, _Olympia._ Twilight waved the weapon around. "Hm, it feels a bit heavier," she thought aloud, "It would probably hit pretty hard, but it'll be a little slower to swing. Still, not bad."

"That's an interesting weapon," Hercules commented. He bit into a gyro. "I don't think I've ever seen anything like it."

"The keyblade? Well, it's a very powerful magical weapon and tool," Twilight began, launching into an involved explanation.

Spike sighed, settling in for a long discussion. Luckily for him, the missing pegasus choose then to burst in. "Hey, everypony! How's my armor look?" she shouted, striking a couple of fighting poses.

"Awesome!" Spike exclaimed, thankful for the sudden change of topic.

"Yep, looks like them smiths around here did a decent job," Applejack drawled, getting to her hooves.

There was a sudden gust of wind, as Pegasus burst into the room. A panicked look came over the armored pony. "Oh no, not again! I'll see you later, bye!" She vanished in a rainbow colored streak, the winged horse trailing after her.

"Welp, looks like she found a new friend," the farmpony commented, holding back a laugh.

Twilight rolled her eyes. "You probably wouldn't think it was so funny if it was happening to you." She turned to their hosts. "Thanks again, for everything!"

"Hey, no problem! You're welcome to come back at any time!" Phil said, refilling his plate.

"Good luck on your quest," Hercules called, as they left the room.

The two ponies and the dragon quickly stepped through the halls, finally passing through the trophy room again. Rainbow Dash suddenly flew in, wiping her brow with a hoof. "Phew, I think I lost him. I swear, it's like having a lost puppy following me around."

"Hey, puppies are great!" Applejack felt compelled to defend pony's best friend. "Why, my pet dog back at the farm-" She noticed Twilight staring at a pedestal bearing a small statue with her keyblade floating in the air beside her. "Er, are ya alright, Twi'?"

Twilight shook her head. "No, there's something up here, and I'm going to find out what!" Enveloping the stone in her magic, she shoved it aside, revealing a small hole in the floor beneath.

"It sorta looks like a keyhole," the pegasus commented.

"I think I should," Twilight trailed off, raising her keyblade. The world seemed to fade away as a glowing emblem like a crown emblazoned itself beneath her hooves. There was only her and the keyhole. She could feel powerful magic gathering as a beam of light shot out from the tip of her mystical weapon. There was a sound, like the closing of a lock, and suddenly it was over. The world was just as it was before.

"What the hay was that?!" Applejack exclaimed. "Twilight, what did you just do?"

"I'm not really sure," the keyblade wielder said, examining her weapon. "It just felt like the right thing to do." She looked down to see a small block of material sitting at her hooves. Picking it up with her magic, she hummed thoughtfully. "What's this? It sorta reminds me of the gummi ship."

"Hey, we can get all introspective later!" Rainbow Dash shouted. "That crazy giant pony is out to get me! Let's get out of here already!"

Twilight laughed. "Right, let's go!"

* * *

"Here we are!" The keyblade wielder threw open the hatch on the gummi ship, letting the others inside.

"This is your ship?" Rainbow Dash asked, looking around. "Huh, I was kinda expecting something a little more alien like."

"Welcome aboard!" Gadget's voice rang from a nearby speaker.

The pegasus whirled, putting up her hooves defensively. "Who's there?"

"That's just our mechanic, Gadget Hackwrench," Twilight explained. "Hey Gadget, why don't you come out and meet Rainbow Dash?"

"Gimme a sec, just finishing up one last little thing," the tinny voice said, as what sounded like a drill buzzed through the speaker. A moment later, the little mouse emerged from a nearby vent. "Hi, nice to meet you! I'm Gadget."

"Hey, I'm Rainbow Dash and-" Just then, there was a mighty neigh and flapping of wings from outside. "Get us out of here, it's that mutant pony thing again!"

Twilight giggled, pressing the launch button. The gummi ship rocketed high into the air, leaving the straining Pegasus behind. The winged horse was soon forgotten altogether as Rainbow's eyes were glued to the stars.

"Wow, I've always dreamed of going out and seeing the stars, but never like this!" the pegasus gushed, "This is so cool!"

"If ya say so," Applejack grumbled, sitting with her flank against a wall. "Ah still say earth ponies should stay on the ground."

"Oh, whatever. This has to be, like, the most awesome thing ever!" A grin stretched nearly from ear to ear on the mare's face. "So, where are we headed?"

"Hm, I'm not sure." Twilight played with the controls a bit, setting the ship into an easy orbit around the world. "We told Sora and the others that we'd meet back in Traverse Town in a few days, but we've only been out for one. I don't want to be sitting around, waiting, when we could be searching."

"Yeah, me neither. Say, why don't ya show Gadget that block ya found?" The farmpony suggested.

"What block?" their little mechanic asked, wiping her hands on a miniature rag. Twilight floated out the piece they'd found earlier and set it on a nearby console. Gasping, Gadget rushed forward to inspect it. "Where in the world did you find this?!" she exclaimed.

"Um, it appeared after I used my keyblade on this strange hole in the floor, back at Olympus Coliseum," she explained. "Why, is something wrong?"

"Wrong? No, this is great!" Gadget began hooking up wires to the gummi block. "This is a gummi block, like what we make ships out of, but not just any gummi block!" A nearby computer screen lit up, code streaming by. "Rare ones like this one has a... connection of sorts with other worlds. We call ones like these Navi Blocks. If I process the information inside, I might be able to find a path to another world!" The computer beeped and Gadget dashed over.

"So, what's it say?" Rainbow excitedly asked.

"Let's see," Gadget trailed off. She frowned. "Huh, that's strange."

"What?" Spike spoke up, sorting through their supplies.

"Well, it doesn't really tell me much of anything." Gadget pulled out a miniature keyboard from the computer's side and tapped away for a bit. "It just shows a new route here. Maybe I hooked it up wrong." A short while later, she shook her head and stepped away. "I can't find any problems. Cid was the one who came up with this technique, so he's the expert."

"Hm, so, should we head back to Traverse Town or explore this new world?" Twilight wondered. "What do you gals think?"

"Go for it!" Rainbow Dash exclaimed, punching a hoof up into the air.

"Hm." Applejack scratched the side of her face for a moment. "Well, it'd probably be safer going back, but Ah don't wanna waste time neither. So, Ah guess we should be movin' on."

"Well, that settles it," Twilight said, the controls beginning to glow with her magic once more. "Gadget, show me that new space lane!"

"Right," Gadget began typing away.

"Awesome! I can't wait to explore a whole new world, this is gonna be great!" Rainbow Dash punched a hoof up into the air in her excitement. "So, what can I do to help?"

"Um," the keyblade wielder hummed, thinking. She suddenly brightened. "You can run the weapons!" A portion of the controls stopped glowing as the unicorn withdrew her magic. "See, this button fires the lasers..."


	15. Chapter 15

"_Phew, we made it,"_ Twilight thought, setting the ship into an easy orbit around the planet.

"Did you see that back there, when you looped the ship around? I blasted three of those Heartless ships in one shot!"

"Yes, Rainbow, we heard ya the first time," Applejack replied, annoyance creeping into her tone.

"So," Spike quickly said, hoping to cut off an argument, "Do we know anything about this world?"

"Nope, it's completely unexplored!" Gadget chirped.

"Right. Here we go then." Twilight nudged the controls, bringing them down. Enormous buildings, skyscrapers, came into view as they descended through the clouds.

"Kinda reminds me of Manehatten," Applejack said, peering out of a window. "Ah hated Manehatten."

"Alright, I'm setting us down just outside of town," Twilight said, twisting the control stick. Soon they were landing in a grassy field beside a road that led into the city. The unicorn turned off the ship's engines. As everyone grabbed their packs, Twilight had an idea. "Hey, Gadget, want to come?"

"Hm." Their mechanic seemed to think it over, then shook her head. "Exploring a whole new world does sound like a lot of fun, but I have some maintenance and after flight checks to do. Besides, I think I can get a little more kick out of the laser gummies if I tweak 'em just right."

"Okay, maybe next time?" Twilight opened the ship's hatch to let the others out.

The little mouse shrugged. "Maybe. Oh hey, if you see any more gummi blocks or nice tech, bring 'em back! I might be able to make something interesting!"

The keyblade wielder laughed and nodded before closing the hatch. She stretched a bit, thankful to be outside after that long flight.

"Hey Twi', aren't you going to use that transformation spell or whatever?" the pegasus asked.

Twilight shook her head. "I would have been fine without it back at the coliseum. If I think we need it, I'll use it, but I don't want to get too used to being human. I am a pony, after all!"

Applejack let out a laugh. "Darn straight! Now let's get goin'!"

They began walking down the road, chatting along the way. After a while, Spike spoke up. "Um, Twilight, please tell me that sign doesn't say what I think it says."

"Huh?" Twilight looked to where her assistant was pointing. Beside the road a billboard rose up into the sky. A strange looking creature was painted on it, waving a tentacle, with a little word balloon connected. "Welcome to Monstropolis," the keyblade wielder read aloud.

"Are ya'll sure comin' here was a good idea?" Applejack asked, looking longingly in the direction they'd came. "Ah never thought Ah'd say it, but that ship's lookin' awful good right now."

"I'm sure it'll be fine!" Twilight reassured her friends. "And it's not like we're defenseless or anything. If they turn out to be hostile we can just leave."

"Yeah, we can take some lousy monsters!" Rainbow Dash exclaimed, punching an imaginary foe. "Let's go!"

* * *

"Lemme guess, tourists?" the creature running the newspaper stand they'd stopped at asked. He looked like an odd cross between a porcupine and a slug.

"Uh, yeah, sure," Twilight replied. She watched all sorts of monsters pass by. "_It's like they're just normal people, going about their day."_ she thought.

"Well, you sure picked a bad time to visit. We've been getting blackouts all over the city. And look at this!" He waved around one of his newspapers. "Now we're getting news that the power company is going out of business!"

"What's wrong?" Applejack piped up. "Are they runnin' out of fuel?"

The salesman raised an eyebrow. "Fuel? What are you talking about?"

"Er, nevermind," the unicorn nervously replied. "Have you seen anyone else like us in town? We're trying to find a friend who's supposed to meet us."

"Miss, it's a big city. I can barely keep track of where my home is half the time." The monster paused, scratching its slimy chin. "But now that you mention it, I do remember seeing somebody who looked kinda like you."

"Really? What did she look like?" Twilight excitedly asked. "What color was her fur?"

The monster shrugged. "Sorry, I only saw her at a distance and I wasn't exactly paying attention. Maybe you could... jog my memory?" He rubbed two tentacles together.

"Huh?" the unicorn asked.

"Um, I think he wants you to pay him," Spike whispered into her ear.

The mare growled in frustration as Rainbow Dash shouted, "Tell me what you saw or I'll beat it out of you!"

The shopkeeper laughed, gesturing to the passerby. "Sure, right in front of all these witnesses. I'm sure you'll get a real good tour of the jail."

Twilight sighed, pushing the pegasus's raised hoof down. "Alright, fine, we'll pay. Will fifty munny be enough?" The slimy creature nodded.

"Alright," he said, after his bribe had been counted out, "She had wings and a yellow coat of fur."

"Fluttershy!" they all shouted in excitement.

"As for where she was headed..." the monster trailed off. Twilight sighed and got out another fifty munny. "I saw her walk into the power plant, Monsters Inc., on my way to work yesterday."

"What's Monsters Inc.?" Spike curiously asked.

"What's Monsters Inc.?!" the salesman shouted. He rolled his three eyes. "It's only the biggest scream processing factory in the world! Sheesh, what hick town did you rubes come from?"

"What the hay would Fluttershy be doin' anywhere near a 'scream processing factory'?" Applejack wondered. The pegasus and the little dragon shrugged.

"What's the quickest way there?" Twilight excitedly asked.

"Well..." The monster rubbed his two tentacles together greedily.

"Oh no, yer not connin' any more out of us! Come on, Twi', we can find our own way there!" Applejack pulled her two friends away from the disappointed huckster.

"Why'd you do that? He could have told us where to go!" Rainbow Dash complained.

"Ah know his type," the earth pony grumbled. "He'd have sucked every last bit out of ya. Scum like that ain't worth the ground they stand on. Wait here, Ah'll get us a map." She ducked into a nearby store. A moment later, she came out bearing a small map of the city.

"Hm, let's see," Twilight said, unfolding the map. After a moment's study, she continued, "We're actually not that far away! All we need to do is cut through this alley here." She pointed out a small passage between buildings. "And go to the end of the street here, and we'll be there!" She rolled up the map and slid it into her saddlebag. "Right, follow me!"

* * *

The unicorn lead her friends across the street, stepping into the shadowy alley. The sounds of the city faded into the background as they passed piles of trash and dumpsters. Suddenly, a barrier of energy flashed into view, blocking their path. "What in tarnation?!" Applejack exclaimed.

Twilight looked back the way they'd came. "Another barrier!"

"I'll go get help!" Rainbow Dash cried, flying up into the air. "Whoa!" A final barrier appeared in her way, forcing the pegasus into a sudden dive. She landed beside the others. "Now what?"

"Now, what did I catch this time?" a voice said, seeming to echo from everywhere at once.

"Who are you?" Twilight's keyblade floated beside her at the ready. "What do you want?"

"I just need some new test subjects." The source of the voice seemed to be getting a little closer. "You should be honored, being such an important part of the project that will save Monstropolis! Now, say good-night!"

On instinct, the unicorn angled her keyblade behind her, just in time to block a knockout blow to the back of her head. There was a smack of metal against flesh. "I don't think so!" She turned to look at her opponent, but there was no one there!

"What in tarnation?!" Applejack shouted, as she watched Twilight struggle with some unseen force.

The keyblade wielder disengaged from her opponent, her keyblade floating beside her warily. "I think it's someone using an invisibility spell," she quietly said, her weapon whirling as she blocked a flurry of attacks before launching a few of her own. The keyblade wielder thought she hit her foe a few times but couldn't be sure.

Suddenly, their enemy backed off, footfalls echoing away. "Ugh, how do you keep doing that?!" The voice shouted, frustrated. "No one has ever been able to keep up before!"

"It's the power of the keyblade!" Twilight replied.

"Keyblade, huh? Very interesting," the voice mused. "I wonder what kind of power it runs off of?"

"Heartless!" Spike suddenly shouted, as a swarm of dark beasts emerged from the shadows, Soldiers, Darkballs, and Large Bodies. The lesser Heartless circled around them as the Large Bodies moved to block the ways out.

"I'll just let these guys have their way with you, then take that 'keyblade' when they're done. See ya!" The voice laughed creepily. "Oh wait, no I won't!"

"Stay together, don't get separated!" Twilight cried, concentrating just as Cloud had taught her. "Blade Beam!" The glowing keyblade swept down, unleashing a wave of magical energy that cut a path through the Soldiers before slicing through one of the Large Bodies at the end of the alley.

"Weren't plannin' on it!" The farmpony hooked a Darkball with her spiked rope. She spun the creature through the air, building up momentum, before smashing it into the crowd of Soldiers like an oversized mace. They vanished into wisps of darkness.

Rainbow Dash laughed as she leapt over a charging Large Body. "Oh man, you guys are way too slow!" She flew back, destroying the oversized Heartless with a two hoofed strike to the back, yet more Soldiers rose to attack them. "Hey, Spike, gimme a little fire!"

"Um, okay!" The little dragon spit out a few balls of flame as the agile pegasus quickly whipped up a small whirlwind. The miniature tornado absorbed the dragonfire, before Rainbow drove it into the middle of the horde. It exploded in a maelstrom of wind and flame, obliterating the last of their foes. As the last one vanished, the pegasus started shouting, demanding that their foe show himself.

"I think he's gone," Twilight said, stepping up to the barrier. She floated up her keyblade.

"Yeah, I guess. Hey, what are you doing?" the pegasus asked.

The mare sighed. "I'm trying to take this barrier down, but I need a second to concentrate, alright?" Rainbow Dash nodded and stepped back to wait. Magic gathered within her mystical weapon before shooting forth in a beam, dispelling the barriers. Suddenly, the sounds of the city began pressing in, much louder than before.

"Well, Ah'd say that did it. Good job, Twi'!" Applejack said, trotting out onto the sidewalk. They began walking down the street.

"Thanks, it was something the princess showed me once. The keyblade has a lot of special abilities. One of them is the ability to lock or unlock nearly anything."

"So, ya'll 'unlocked'," here the earth pony made little quotation marks with her hooves, "The barrier?"

Twilight nodded. She was about to explain more when her pegasus friend butted in. "Bah, who cares how she did it? All that matters is that Twilight did it!"

"I think the details are important," the keyblade wielder grumbled to herself.

"So, what are we going to do about that guy that attacked us?" Spike asked.

Twilight shook her head. "I'm not sure. We don't even know who it was or what he looked like. We do know a couple of things for sure though, he was able to turn invisible and could control the Heartless."

"And don't forget, he said somethin' about a project to save the city," Applejack spoke up. "Ah wonder what he meant?

"Hey, look!" their pegasus exclaimed, pointing ahead, "There it is!"

Twilight raised her eyes to look up, and up at the sprawling factory. "Wow, this place is huge!"

"How're we gonna search all this?" Applejack said, looking through the crowds of monsters walking into the power plant.

"Well, we can only start at the beginning. Come on, girls, let's see if someone inside knows anything!"


	16. Chapter 16

Twilight walked up to the front desk in the cavernous lobby. What looked to be a female monster with one eye and snakes for hair was answering phones. "Excuse me?"

The secretary held up a thin limb in the universal sign for 'just one moment!', so Twilight took the opportunity to look around. More monsters were walking around, pulling carts, and going about their jobs. Even after walking through the city, it was a bit bewildering. Finally, the secretary set down her phone and turned to greet them. "Welcome to Monsters, Inc., the largest scream processing facility in the world! I'm Celia," she introduced herself. Looking the group over, she let out a slight gasp. "Oh, you must be relatives of that new hire we got in recently. What was her name?" She tapped a finger on her chin in thought.

"Fluttershy?" Spike helpfully supplied.

"Oh, aren't you just the cutest little thing!" she gushed, before continuing, "And yes, I think Fluttershy was it. Such an odd name. My boyfriend, Mike, was so nice! He helped her get set up in an apartment in town and got her a job at the factory infirmary."

"Well, that explains what she's doin' here," Applejack muttered, to the nods of her friends.

"Um, could you get someone to show us there?" Twilight asked, "It's really urgent, we have some important news for her."

"Well, normally we don't allow visitors on the facility grounds, but I suppose this qualifies as an emergency." The secretary made a quick call and soon another monster came out to take her place. "Here, I'll show you the way myself."

"Oh, you don't have to do that. I wouldn't want to take you away from your work," the keyblade wielder demurred.

"It's no trouble at all," Celia said, leading them down a nearby corridor. Once they were out of hearing range of the front desk, she leaned down to whisper, "Besides, it gets me out of answering the phones for a while!"

Soon, they stood outside of a big double door with a red cross painted on them. The word "INFIRMARY" was painted on the wall above above in big blocky letters. "Well, I've got to get back. Bye!" The snake-haired monster began slithering away.

"Thanks, Celia!" the keyblade wielder called. After she was out of sight, Twilight let out a sigh. "Well, let's go." With that, she went to push doors but instead they flew open on their own, nearly slamming into her! A tall lizard-like monster strode through. He had eight limbs, with bandages tied around a couple of them.

"What are you looking at?!" he growled, fixing Twilight with a deadly glare before pushing past her.

"Twi', that's the voice from earlier!" Rainbow Dash whispered as the reptilian monster stalked down the corridor. "Should we get him?"

The unicorn shook her head. "No, not right now. We can't confront him where other people could see. He could summon more Heartless and people could get hurt. Besides, I want to check to see if Fluttershy is actually here or not first."

"Well, no point in just dallyin' out here then." Applejack pushed open the infirmary doors to reveal a clean and orderly room. Near one end, a yellow pegasus tended to a small cut on a rather chubby slug creature while a brownish monster fretted nearby. After a moment, the pegasus finished up, gently placing a bandage on the wound.

"Thanks a lot, Miss Fluttershy!" he said, ambling off with his friend. "It's no trouble at all," she softly murmured, "I'm just happy to help."

After the duo had gone, the group of Equestrians finally rushed forward. "Fluttershy!"

"Eep!" The yellow pegasus dove under a nearby bed.

"Um, Fluttershy, we're your friends, remember?" Twilight said, laying down to talk to the frightened mare.

"Oh, I'm sorry," she said, crawling out from under the bed. "You just startled me." A smile slowly spread across her face. "I just," she sniffed, "I never thought I'd see another pony again!" A few tears dripped down her face as she embraced the others.

A few moments later, Applejack asked, "So, how'd ya end up here workin' in the infirmary of a scream factory? Ah'd think the name alone'd be enough ta scare ya off!"

"Well, after we confronted Nightmare Moon I woke up in the streets of the city. Two monsters, Mike and Sully, found me on the way home from their work here at the plant. I was scared at first, but the people here aren't really monsters, they just look like them. They took me home with them and gave me a place to stay, explaining how things here worked." She blushed slightly in embarrassment. "I was pretty mad when they told me that their job was to scare human children, but I understand it's just like the little animals who have to eat other animals to survive. They don't have much of a choice, and it's not like they really hurt the children or anything."

"But... what do they do with the screams?" the farmpony asked.

"Well, I'm not sure exactly how it works, but I think it's how they power the city, only now they're running low. But anyways, they took me to the factory in the morning and talked their boss, Mr. Waternoose, into giving me a job here at the infirmary."

"Hey, do you want to hear what happened to us?" Rainbow Dash asked. "'cause my part is totally awesome!"

"Oh yes, I'd love to!" Fluttershy exclaimed, settling down to listen...

* * *

"And that's how I blew away Hades!" Rainbow Dash exclaimed.

"Oh my, it sounds like you've all had quite a bit of an adventure already," the other pegasus said, organizing a few bottles of medicine.

Twilight laughed lightly, toying with her keyblade. "I guess we have. I know we've only been out here for a few days, but it seems like years since we were back in Ponyville." She let her weapon vanish into sparkling light. "Oh, I was wondering something. We got into a fight with someone on the way here. Whoever it was, he had the same voice as the lizard monster who left just before we came in. Who was he?"

"Oh, that was Randall Boggs." She shuddered slightly. "He's a Scarer here at the factory."

"Is somethin' wrong?" Applejack asked, laying a hoof around her shoulders comfortingly. "Did he threaten you?"

"No, not exactly," she replied, shaking her head. "It's just, whenever he's around I feel really cold. Mr. Boggs was really mad when he came in earlier, and he had several bruises and cuts on his arms."

[i]"Hm, so I did get him after all."[/i] A knock on the infirmary's door shook Twilight out of her thoughts.

"Fluttershy? Are you in there?" A voice from outside asked. "We're here for that check-up we talked about last night."

"Um, yes, I'm here."

"Oh, good." A large, blue-furred monster stepped into the room holding a strange little creature. "Er, I thought we'd be alone," he nervously said, catching sight of the Equestrians in the room. The small monster in his arms began to struggle. "Boo, come on, sit still!"

"Pony!" the little creature suddenly exclaimed in a child's voice, slipping from the larger monster's grasp. It ran forward excitedly before tripping. "Owie!" The creature's 'head' slipped back, revealing itself as a little human girl wearing a costume.

"Huh?" Rainbow Dash tilted her head quizzically. "A baby?"

Fluttershy quickly moved to scoop up the crying child. "Shh, hush now, it's alright," she soothed the little girl. The toddler soon stopped, gazing up at the yellow pegasus in excitement and wonder.

The large, blue monster rubbed the back of his head awkwardly. "Well, I guess my secret's out. The names's James P. Sullivan, though my friends call me Sully. Let me guess, you ladies are from this... Equestria too?" Spike raised an eyebrow. "Sorry, ladies and guy," he corrected.

"Er," Twilight stalled, thinking. [i]"Well, I guess there's no harm since Fluttershy apparently already told him about it."[/i] Talking aloud, she continued, "Yes, we are. We're here to bring our friend back home."

"And... you're not afraid of humans?" he asked, watching the yellow pegasus examine the little girl.

"Well, I was at first, but not anymore. I've met several humans and they've all helped me a lot," the keyblade wielder replied, her friends nodding. "Oh, I'm Twilight Sparkle, this is my assistant Spike, and my friends, Rainbow Dash and Applejack." They waved.

"Nice to meet you all. Um, could you guys not tell anyone I have a human here? I could get into some big trouble for this," Sully asked.

Applejack shrugged. "Don't make no difference to us, but why? What's so bad about having a human here?"

"Well, monsters have always believed that humans are dangerous, even poisonous to touch, but you know? I've had plenty of contact with little Boo there and I haven't gotten sick at all," the big monster said, shaking his head. "I just don't get it."

Fluttershy finished up her examination of the little girl. "You're okay, aren't you?" she said, tickling her patient. She began to giggle and laugh, as the lightbulb above grew brighter and brighter before shattering. The yellow pegasus quickly swept the girl away from the flying shards of glass.

"And then there's that!" Sully exclaimed as Fluttershy directed Applejack to a closet with replacements.

"That happened before?" Twilight asked.

"Uh huh, last night in our apartment. Blew out every light in the entire building."

"And Boo was laughing then too?"

"Yeah," the big blue monster replied, rubbing his chin thoughtfully. "She was."

"Um, Sully, where's Mike?" Fluttershy asked, carefully placing Boo on her back where she burbled happily.

"Oh, he's getting the cardkey for Boo's door so we could put her back where she belongs. He was supposed to meet me here a minute ago, actually. Where is he?"

Suddenly, shouts and screams began to filter through the door. Boo shook in fear as the Rainbow Dash shouted, "What's going on?!"

"I don't know, but I intend to find out." With that, Sully strode over to the doors and threw them open. A black fist suddenly punched him in the chest, sending the big blue monster flying back.

"Heartless!" Twilight gasped. Summoning her keyblade, the unicorn cast a quick thunder spell, zapping the offending Large Body until it disappeared.

"What the heck was that?!" Sully asked, jumping to his feet.

"They're called Heartless, horrible creatures that steal people's hearts," Twilight explained.

"What, seriously?"

The unicorn nodded gravely. "We got into a fight with them in the city earlier. Do you know a Randall Boggs?"

"Randall? What does he have to do with this?" Sully growled.

"That oversized lizard was the one controllin' them Heartless we fought! Ah bet he's behind all this!" Applejack said, getting out her weapon. At this, the large monster just scowled.

"Fluttershy, are you coming with us?" the keyblade wielder asked the pegasus, who was still holding the little girl.

"Um, I think I should," she said after a moment's hesitation. She slipped on a small pack near the door. "I don't know what I'd do if those Heartless come back."

Twilight nodded. "Right. Just stay close to us."

With that, the group left the infirmary behind. The screams grew louder as they ran down the hall...

* * *

"Gangway!" Sully shouted, charging straight through another group of Heartless that tried to block their way. What the big monster lacked in subtlety, he more than made up for in brute strength, his charge scattering the shadow beasts. Twilight and the others picked the dazed creatures off with ease.

"Sully, where does this hall lead?" Twilight asked as they followed the sound of the screams.

The blue furred monster wiped sweat from his brow. "The main scream floor," he grunted. "Why would they be coming from there?"

"Um, maybe Randall is using the Heartless to collect lots of screams?" Fluttershy asked as she tried to keep Boo calm.

"Naw, that can't be it. Remember, he said he needed test subjects for some project," Applejack said.

"Whatever it is, I'm putting a stop to it. He's gone too far this time!" Sully exclaimed, as they rounded a corner and the scream floor came into view. "What the?"

Scores of monsters huddled against one of the far walls, several screaming in fear. Powerful Large Bodies loomed over them while humanoid Heartless flew above. Randall stood on the other side of the room, tinkering with a sinister machine that towered over everyone. A monster that looked like a cross between a crab and a spider stood beside him stood beside him with a resigned look on his face.

"Mr. Waternoose?" Fluttershy gasped, "What's he doing over by Randall?"

"No way, he can't be involved in this!" Sully exclaimed.

"What's that?" Rainbow Dash asked, pointing at the large machine.

Twilight shook her head. "I don't know, but whatever it is, I don't like it."

Suddenly, one of the flying Heartless swooped down, grabbing a yellow skinned monster with one big eye. It dragged the hapless creature over before dropping him into a chair before the machine.

"Mike!" Sully shouted, charging into the room.

"Oh, it's you again," the lizard monster sneered, strapping the struggling Mike in as Twilight and the others walked up to stand beside Sully. "And you managed to survive."

"Let them go!" the keyblade wielder commanded, her keyblade floating beside her.

Randall laughed. "And why would I do that after I went to all the trouble of gathering all of these test subjects?"

"What're you trying to do?!" Rainbow Dash demanded, pawing the ground angrily.

"I'm putting a stop to this scream energy crisis! Thanks to a... [i]friend[/i] of old Waternoose here, I was able to learn a lot about hearts, and how powerful they are!" He clenched one of his hands into a fist. "Just think of the potential! A single heart could power this entire city for a day!"

"How could you?!" Fluttershy shouted, walking forward as Boo hid her face in her mane. The mare's face was a sight to see, twisted in anger. "How could you even think of taking people's hearts like this! You're no better than the Heartless themselves!" Randall rolled his eyes as the pegasus turned to the older monster. "And you! Why are helping this, this, jerk! You were nice to me before!"

"I never meant for things to come this far," Mr. Waternoose exclaimed, "But something had to be done! Within a year we'll be out of power, we can't keep up with the demand anymore! And I'll be damned if I let this company die!" A dark aura began to float around his body. "I'll sacrifice a hundred hearts if that's what it takes to keep this city alive!" As the dark power seeped into the air around Mr. Waternoose, the Heartless seemed to gravitate towards him. "I'll do anything it takes!" he bellowed as the dark beasts began merging with his body, shrouding him in inky darkness.

"Fluttershy, get back! I don't think that's going to... work..." Twilight trailed off, looking up at the burgeoning darkness. A crash rocked the room as eight muscular claws slammed into the ground. The roiling mass of pure darkness solidified into a vast spidery Heartless. Sully practically roared in anger before charging Randall, knocking him away from the extraction machine.

Twilight's keyblade shone beside her as a sense of determination filled the mare. "Fluttershy, get Mike free, we'll take care of the rest," she said, pointing at the trapped monster. The yellow pegasus nodded and began pulling back the straps that held him down. "Rainbow, see if you can keep that giant Heartless distracted."

"I'm on it, Twi'!" Flying up, the armored pony began whirling around the massive Heartless's head. It tried to bite her, but the pegasus was simply too fast, dodging around its mandibles.

Seeing that the Heartless was distracted for the moment, the keyblade wielder shouted at the formerly trapped people in the room, "Get out of here, it's not safe!" The frightened crowd surged towards the doors at her words, leaving the room empty save for the combatants. As the last one left, Twilight turned back to the enormous Heartless. "Applejack, let's take this thing down! Bindra!" At her words, purple chains erupted from the ground, looping around some of the creature's legs before dragging them to the ground. The creature stumbled as it tried to bite at Rainbow Dash once more. Seeing her chance, Applejack looped her rope around one of its free legs. With a grunt, she began to pull, forcing the creature's stance wider and wider until, finally, it tripped. Tipping wildly, the spidery creature fell over, landing on the extraction machine with a jarring crash. Electricity arced through the Heartless, making its limbs jerk wildly.

Twilight's keyblade began to glow once more. "Blizzara!" Shards of ice burst from the tip of her keyblade to slice into the prone spider's hide, only to harmlessly bounce off instead.

"That hide's too thick! Go fer the eyes!" Applejack shouted, whipping her spiked rope around to strike at the creature's head. One of the Heartless's eyes vanished as her weapon struck it.

Twilight nodded, casting more bolts of electricity and bursts of fire at the massive Heartless. More of the monster's eyes vanished under her assault, but it didn't seem to really hurt it beyond blinding it. As the last of the Heartless's eyes went out, it began to shudder, gathering strength as an aura of darkness grew about it. Realizing that she needed to put her foe down for good, Twilight began to cast a mighty spell, but something, instinct maybe, made her put up a barrier instead. A crack appeared in the shield of magical energy as Randall appeared, pounding it with his darkness enhanced fists, giving her an idea. "Shatter!" she cried, blasting her barrier outwards. The energy exploded around her, blowing the lizard monster a few feet back. Growling at her, he started to vanish only for Sully to slam into him, sending him flying back into the former Mr. Waternoose. Raw energy began to arc wildly around them as the two dark creatures made contact. The reptilian monster tried to get free, but he seemed to be bonded to the large Heartless somehow.

"Let go of me, you cretin!" Randall cried, struggling wildly.

The keyblade wielder's eyes widened as the energy continued to build, sparking dangerously. "Everyone out, they're gonna explode!" Glancing wildly at each other, everyone ran for the exit...


	17. Chapter 17

Twilight stumbled to her knees as a huge explosion rocked the complex. Dust and debris fell from the cracked ceiling, narrowly missing her. The lights flickered a few times before going out completely, leaving them in total darkness.

"Anyone got a light?" Sulley asked. With a thought, the unicorn set her horn aglow, revealing several dusty ponies and the bigger monster. "Huh, that's a nice trick," he commented.

"Eh, any uni-er, monster like me could do that," Twilight said, quickly correcting herself.

Luckily for her, Sully wasn't really paying attention. He began calling out, "Mike! Celia!"

"Um, I think they made it out earlier," Fluttershy spoke up, trying to comfort a scared Boo.

"Good," the big spotted monster replied as he began walking down the corridor. "Come on, follow me."

Twilight ran up to walk beside him. "You do know where we're going, right?"

Sulley nodded. "Yeah, there should be an emergency exit just ahead..." he trailed off as they came to a stop in front of a pile of rubble blocking their way. "This'll take forever to clear!"

"Hah, are you kidding?" Rainbow Dash laughed, running back into the dark hall. "I'll have this cleared out in ten seconds flat!"

"Uh oh," Applejack said, her eyes wide as she realized what the crazy pegasus was about to do. "Hit the deck, ya'll!"

"Huh? Why?" Sulley asked as Twilight pulled him down and enveloped their little group in a magical shield. And just in time, too, as a rainbow meteor streaked down the hallway, smashing through the obstruction. Pebbles and debris pinged off of the shield as the ground shook once more.

Slowly, the dust cleared to reveal daylight peeking in from outside. Rainbow stood in the cleared doorway. "So, how was that, guys?!"

"Never, ever do that again!" Twilight growled as she and the others stepped outside. "You could have brought the whole building down on top of us!"

The pegasus waved off her friend's concerns. "But I didn't! Besides, it worked."

"Ah think the point Twilight's tryin' to make is that you need to be more careful." Applejack dusted her hat off before sticking it back on her head. She looked around as her eyes adjusted to the daylight, her eyes seeming to focus on a group of figures a slight ways away. "Hey, who're those guys?"

The keyblade wielder looked to where her friend was pointing. Monsters of all shapes and sizes clad in full body yellow plastic suits were sorting through the other monsters they'd rescued from Waternoose and Randall, interviewing them and hosing them down. "Oh no, the CDA!" Sulley exclaimed as he caught sight of them.

"Who're they?" Twilight asked, watching them warily.

"They're the Child Detection Agency," Sulley quickly explained. "They probably think the explosion had something to do with a faulty Door or something. If they find out about Boo, who knows what they'll do to us!" He quickly took the disguised little girl from Fluttershy. "Come on, if we're lucky they won't see us." The big guy began to walk off, but a shout stopped him in his tracks.

"Hey, you there, hold it!"

Sulley's shoulders slumped as he turned around. "Uh, hi officer, we were just, uh, going home for the day," he weakly began before the yellow suited monster cut him off.

"I know you, you're James P. Sullivan. Several of the others claimed you and a strange group of small quadrupedal monsters were involved in whatever happened today." Ten more of the yellow suited monsters ran over, brandishing nets and little rods that buzzed with electricity. "Agent 001 wants to talk to you. Come along quietly and no one gets hurt."

Boo caught sight of the strange yellow clad creatures and cried out in fear. Suddenly, screams of pain filled the air as several of the CDA's weapons overloaded in their hands. "They have a human child!" The supposed leader exclaimed, "Get them!"

Twilight's face darkened with anger. She settled into a fighting stance before shouting, "We're not going anywhere!" Her keyblade flashed beside her, floating in the air, as the others got ready to fight.

But before they could so much as land a single blow, gasps ran through the gathered crowd of CDA agents. One with a small device shouted into it, "Code 000, CODE TRIPLE ZERO!" After listening to the radio for a moment he cleared his throat. "Ju-just stay right there! Number One will be here shortly!"

"What's goin' on?" Applejack whispered to Twilight as their foes backed away into a defensive perimeter.

_"They look almost... afraid,"_ the keyblade wielder thought. The mare shook her head. "I don't know, but they at least they aren't attacking anymore."

A few tense moments later, the yellow line parted to reveal an elderly looking slug monster clad in a yellow jacket. "Roz?!" Sulley exclaimed astonished. She ignored him, focusing solely on Twilight.

"Stupid girl, put that keyblade away before you get us all killed!"

"What the hay are you talking about?!" Rainbow Dash shouted, pointing at the old slug-like monster with a hoof. "Twi'd never hurt anyone like that!"

Roz, or was it Agent 001, shook her head impatiently. "Don't you know the power of that weapon she wields? The keyblade can undo entire worlds in the wrong hands. Not to mention the fact that it attracts those shadow creatures."

The pegasus seemed to hesitate before turning to her friend. "Twi?"

The keyblade wielder was silent for a few moments. "She's not wrong," Twilight finally said, anger, resentment, and finally resignation playing across her face before she finally let her weapon disappear.

"Huh?!"

"The keyblade draws forth the power of the Heart, and that is a great and terrible power, whether for good or evil. The Heartless are attracted to this power, though the light of our Princess keeps them at bay," Twilight said, as if reciting from a book.

"Well, Ah guess that sorta explains why the Heartless seem to attack us a lot." Applejack shook her head. "But Ah still don't get it, how could ya destroy an entire world? Ah know you're a good fighter and a strong mage, but Ah've never seen ya do anything like that."

The keybearer sighed. "Remember when I told you I could lock or unlock anything with the keyblade?" Her friends nodded. "What if I 'unlocked' a dormant volcano beneath a town? Or 'locked' a leader's mind on a path to war? Of course, I'd never do anything like that!" she hastened to add as looks of horror dawned on her friend's faces.

"But someone else with a keyblade could," Roz finished for her, a scowl working its way across her face. "And someone else did. Our world was not always like it is now, forcing us to harvest the power of screams from human children. Hundreds of years ago, other wielders of the keyblade fought each other in pointless battles that consumed entire worlds and changed others completely. I do not know why, but one of them did something to our world, linking us to the human one but also leaving us vulnerable to the shadow beasts. It also drained our world's life and energy."

"How do you know about all this?" Everyone turned to look at Spike, who squirmed under their collective gaze. "Er, I mean, no one else seems to know anything here."

"The CDA has stood against threats to our world for generations, in one form or another," the old monster answered. "As its leader, I have access to information the public has no need for."

"But, I thought the CDA's purpose was to make sure humans didn't cross over into our world because they were dangerous?" Sulley asked, shifting Boo around.

Roz rolled her eyes. "Oh yes, that child you're holding in your arms looks _so_ threatening. You know as well as I that the humans are no more dangerous than monsters. That is only a front to cover the CDA's true purpose, safeguarding the Doors and the Scream Factory grounds." She held up an arm. "And before you ask why, I believe it would be easier to simply to show you."

"Um, what about me and Boo?" the big monster asked. "I just want to get her home."

"Yes, yes," the yellow clad slug said, waving off his concerns. "As soon as we can find her Door in all this mess we'll get her sent home. But for now, I believe you all will find this... educational."

* * *

"What is this place?" Twilight wondered, taking in the sight above. Roz had lead them back, deep into the Scream Factory, her CDA agents following. It was slow going, as they had to bypass the more damaged sections, but eventually they emerged into an enormous room. Doors of all shapes and sizes hung from bewildering twists of tracks that looped around before leading to stacks on the walls. "Is each one of these a portal to another world?"

"Uh, yeah, but they're not active right now," Sulley explained. "Without power, they're just hunks of wood."

_"The amount of magic alone to create such a thing would be phenomenal!"_ The unicorn shook her head, barely able to take it all in. A few beeps broke the mare out of her internal musings. She turned to see Roz tapping some buttons on an inconspicuous console in a corner of the room. A section of the wall suddenly fell away to reveal a dimly lit stairwell leading deep into the earth. Fluttershy let out a fearful squeal and leapt behind the other pegasus, who struggled not to roll her eyes. Looking in, Twilight realized she couldn't see very far down it all. "What's down there?" she asked.

Roz snorted. "What indeed?" The slug-like monster began slithering down the steps, flanked by a few of her agents. Sensing that they were meant to follow, the ponies began down the stairs, though Fluttershy required a little encouragement, with Sulley and the last of the CDA agents bringing up the rear. Slowly, the walls and stairs began to change, turning from cement and metal to intricately carved rock. Roz began to speak again as they walked. "Our greatest scientists have studied it for centuries, but all we have been able to create are but small mockeries. I suppose you might call it..." She trailed off as a flickering light came into view. "...the Heart of our world."

Twilight let out a choked sound. A strange sight greeted them as they finally reached the room at the bottom of the stairs. In the center, a small, weakly pulsing crystalline heart floated. A small keyhole was set in its front, carved into the delicate looking crystal. Runed wires lead away from it into a portal that swirled with darkness. Another crystal heart, glowing with light, was visible on the other side, with the wires leading into it. Motes of... what, exactly? Energy? Magic? Light, maybe? Twilight shook her head. At any rate, they flowed from the heart on the other side of the portal to this one. With each bit of power, the heart on this side shone a little brighter before quickly fading. "This is your world's Heart?" she eventually asked, amazed. Roz nodded.

"That's just crazy talk!" Applejack finally exclaimed. She pointed at the crystal heart. "That's just some shiny rock, it can't possibly be the Heart of a world!"

"I don't know..." Twilight trailed off. Celestia had never shown her anything like this, but she'd found evidence in her studies, references to the center of worlds. Plus there was her encounter in Olympus Coliseum... "I think it might be true." Her eyes settled on the glowing cords. "What are those wires for? They don't seem natural."

Roz shrugged expressively. "We're not sure, but as far as we can tell, they transfer excess energy from the human world's Heart, to ours."

A look of understanding suddenly broke over Sulley's face. "The Doors!" he exclaimed, "You somehow copied this, um," he struggled over the proper word for the sight before him, "Portal here to make the Doors, right?"

"Yes," Roz nodded, "Though it took our researchers many years to reach this point. The shadow beasts-"

"They're called Heartless," Twilight interrupted, then blushed. "Sorry."

"Heartless, then," Roz continued. "The Heartless would appear often in our early experiments with the portal's energy. It seems to attract them, somehow. Even today, they sometimes appear during the creation of a Door." The elderly slug monster seemed to realize she was getting off track. "But like I was saying earlier, this apparatus transfers energy from their world's Heart to ours. At first, it was enough to support our world's Heart, but soon it worsened, growing dimmer and dimmer as our world decayed. Our most ancient records state that children saved the worlds once, and so, in desperation, children, both monster and human, were brought in to see if they could do anything. Months passed with no progress, until one researcher, in a rage, frightened a human child so that it screamed in the presence of our world's Heart. It began to glow more brightly than it had in ages, and so we had our solution."

Silence reigned for a few moments until Fluttershy began to speak in a small but firm voice. "This isn't right." The others turned to look at her. The usually timid yellow pegasus had an uncharacteristic serious air about her. "Why should you have to terrify innocent children to survive? Some animals have to eat others to survive, but this isn't like that. Someone made it like this." She looked to her friends. "Can't we do anything?"

Applejack pawed at the ground awkwardly. "Fluttershy, this ain't some little bird you can nurse back to health," she began, before Twilight's keyblade appeared.

"This is why you brought us here, right?" the unicorn stated as her weapon floated beside her. "You wanted me to fix your world's Heart."

"However did you guess?" Roz asked, her voice thick with sarcasm. "You're the first keyblade wielder seen here in centuries. At this rate, the decay will soon progress to the point where our contributions of scream energy will no longer matter."

"So that's why we've had the scream shortages lately," Sulley commented. "You've been trying to fix the Heart." Roz nodded.

Twilight let out a breath. "I've never done anything like this before." Her keyblade looped around to point directly at the Heart of the world. "But I'm willing to try."

A beam of light shot forth from the tip of her keyblade as the world seemed to fade away. "It's just like before," the wielder thought. But this time, she didn't just let instinct guide her. As her weapon's light made contact with the keyhole, Twilight carefully took control. Playing her magic into the keyhole, she _felt_ the power of the Heart of a world. Even in its weakened state, it was incredible. The keyblade wielder shook herself. She couldn't get distracted here! Oh so carefully, she started her examination. _"There!"_ A metaphysical 'hole' had been torn in the Heart, and it was slowly growing. Twilight readied her magic, then realized that that she had _no idea_ what to do! Nothing in her training had prepared her for something like this. Carefully, the keybearer reexamined the Heart. The energy coming in from the other world slowly trickled in, only to quickly seep out of the wound.

_"Huh?"_

With the last mote of energy, the edges of the hole had closed slightly before they reopened, a little wider than before. Twilight withdrew slightly and began to think. _"Okay, it heals with a little with each mote of energy, but then it just tears itself open again. How do I fix this? Maybe if I..."_ she trailed off, letting some of her own mana flow into the wound. At first, nothing seemed to happen, but then it began to react... violently. The mana surged back into her, knocking her away, out of her magical trance.

"Twi', are ya okay?" Applejack shouted, frantically shaking her shoulder.

"Ugh, yeah, I'm fine," the mare said, getting to her hooves. Calling her keyblade to her she thankfully noted that it was no worse for wear.

"What happened? There was a sound sorta like a door being locked, but that happened last time too. Did you fix it?" Rainbow Dash asked. Twilight shook her head and explained the situation.

"So," Roz said, summing it up, "The energy of the other world's Heart isn't enough to permanently fix the damage, it rejected your 'mana', and if the scream energy hasn't fixed it already, it's doubtful more will. Now what?"

A moment later, Sulley snapped his fingers. "What about a different kind of energy?"

"Huh? What do you mean?" Twilight asked.

"Remember when Boo laughed?" the furry monster asked. "The lights blew out!"

"Um, yes, I remember," Fluttershy said, "There was last night at your apartment, and earlier today in the infirmary."

"Right. Now, I figure that had to happen for a reason. What if Boo's laugh is another kind of energy, like screams?"

Everyone seemed to think it over. Finally, Roz shrugged. "Well, I can't see how it would hurt at this point. Go ahead."

"Wait!" Twilight exclaimed, readying her keyblade. "Let me connect to the Heart again before you make her laugh, I need to see if it works." After receiving a nod, she raised her weapon as everything seemed to fade away once more. Soon, she had focused upon the Heart's wound once more. Distantly, she heard childlike laughter as pure white light made its way into the hole. The edges began to glow, slowly healing ever so slightly. Twilight watched closely as the light faded, and the edges didn't crack, or widen, or anything! Quickly ending her connection, the mare announced, "It worked!"

Roz raised an eyebrow. "Really?"

"Yes!" Twilight happily exclaimed, a wide grin settling on her face. "It just needs a steady supply of, um..."

"Laugh energy?" Sulley proposed.

"Yes, that! With enough laugh energy I think the hole should fix itself eventually," the keyblade wielder announced.

"Wow, you saved an entire world!"

"Yay!"

"Yeah, good goin'!"

"Eh, it could have been a little, you know, cooler!"

"Yes, we're in your debt, keyblade wielder," Roz her voice uncharacteristically sincere for once as she bowed slightly, her guards following suit.

Twilight blushed under all the praise. "It wasn't all me!" she hastily said, waving her hooves in dismay, "Without Sulley and Boo, we'd still be stuck. Really, they did all the work!"

**"Oh, I must disagree, my little apprentice."**

The keyblade flashed beside its master as the familiar voice echoed throughout the room. A growl worked its way from the unicorn's throat as she whirled to face the speaker.

"Nightmare Moon!"


	18. Chapter 18

"Bad pony!" Boo cried, hiding under Sulley's arm.

The dark pony laughed as she emerged from an inky black portal. "Yes, my little apprentice, you did quite well indeed, completing my work here and defeating that weak buffoon." She shook her head with mock sympathy. "Such weak little ones, these peasants, losing themselves to the darkness so. Not like you and I, my apprentice."

"Who are you and how did you-mmph!" the elderly leader of the CDA started to demand before black chains wrapped themselves around her mouth, effectively silencing her. Her bodyguards rushed forward to subdue this intruder, but more chains erupted from the stone floor, binding them to the ground. As the dark magic from her horn, Nightmare Moon called out, "Come, my pet!"

A shadow detached from a nearby wall and darted forward, rapidly striking each of the bound CDA agents with knockout blows. Its work complete, the darkness shrouded form rushed back to stand beside the armored mare, resolving into a familiar figure. "Randall?!" Twilight exclaimed.

And indeed, the very monster stood there, an extremely sour look on his face. He seemed different now, his skin's tone darker, as he silently glared at them all with hate.

"Oh, I see you know my new pet?" Nightmare laughed, "Yes, I managed to rescue my new servant from that dreadful situation you left him in. After all, useful pawns should never be sacrificed unnecessarily, isn't that right, my little apprentice?"

"I'd never sacrifice my friends, no matter what!" Twilight cried as her fellow ponies arrayed themselves around her. "And I'm not your apprentice!" She pointed her keyblade at her foe. "Now where's Princess Celestia?!"

"It's always about Celly, _isn't it_?!" Nightmare Moon hissed as the shadows grew deeper and little yellow eyes began to peer out, before vanishing as she regained her composure. Shrugging noncommittally, she continued, her voice slightly bitter, "How should I know? I'm sure she'll show up sooner or later. She always does, after all."

_"She doesn't know where the princess is?"_ The younger keyblade wielder's eyes widened in surprise. Making sure to keep her keyblade trained on the dark mare, she cautiously asked, "Then why are you here? And what did you mean, 'completing your work here'?"

"Why, fixing this world's Heart, of course," Nightmare innocently said, almost looking affronted.

Rainbow Dash snorted from where she was standing near Twilight. "Yeah, right, like you'd do anything like that! You probably broke it in the first place!"

"Silence, foal!" the dark keyblade wielder snarled, darkness beginning to ooze from her horn as the unicorn prepared a shielding spell. "It was your precious princess that did that, recklessly fighting that mad old wizard in the World Heart's room! She would hush up this too, wouldn't she?! It took me and my assistants _weeks_ to stabilize the Heart, and even them all we could do was parasitically link it to the Heart of another world!" Realizing she was ranting, the mare slowly began to calm down. "So no, it wasn't my fault. And such an elegant solution you discovered, my little apprentice. Yes, the laughter of children. Newborn hearts, shining ever so brightly..."

Twilight shook her head, bewildered as she tried to take it all in. _"Nightmare Moon tried to fix it? Why would she do that? It doesn't make any sense! And she said the princess was here too."_ After a moment, she repeated, "Why are you here?"

"What, I can't check on an old experiment and see how my precious apprentice is doing at the same time?" Nightmare Moon said, her voice full of false sadness. "And here I was going to reward your progress too..."

Twilight frowned, thinking of the cursed necklace locked about her neck. "I've had enough of your gifts to last me a lifetime, thanks."

"Oh, but I'm sure you'll enjoy these ones." Two items appeared before Twilight in a swirl of darkness, a hairpin with a purple jewel set into it, and a small, rune covered Gummi block that seemed to pulse with energy. The young mare continued to glare at her foe, not even looking at the two objects. "Now, now, no reason to be so suspicious. No tricks this time, simply consider these a reward for a job well done."

Unwilling to take her eyes off of Nightmare Moon, Twilight warily floated the two trinkets into view. The hairpin practically glowed with enchantments, but she didn't sense any of the kind of oily darkness she felt from her corrupted element. As for the runed Gummi block, strangely she couldn't really feel much of anything from it. It was just... there.

"Yes, do make good use of my things, I found them ever so useful in the old days," the ancient mare continued, reopening the dark portal with a wave of her horn. "And now, I must be going, so many things to do, people to see. Come, servant!" With one last hateful glare back at them, centering on Sulley, the darkened lizard stepped into the portal, vanishing. "Oh, one last thing. I've heard you've come in contact with a little foal of a keyblade wielder. Do be careful, many eyes are upon him. It wouldn't do if he were to be led astray, would it, my little apprentice?" With that, a laughing Nightmare Moon stepped into the portal and vanished.

Moments later, the black chains binding Roz and the CDA agents crumbled away. Coughing, she asked, "Who, who was that?"

"A very powerful keyblade wielder," Twilight quickly explained, poking at the two objects hovering in her magical field. "She defeated my keyblade master and scattered us all across the worlds."

Roz hummed. "Then why did she call you her apprentice?"

"Because she's crazy!" Rainbow Dash exclaimed.

Twilight sighed as she put the enchanted hairpin and the gummi block in her saddlebags. "I'm not so sure anymore."

"Twi?" Applejack questioned.

"What if Nightmare Moon is telling the truth? What if the Princess really did hide everything to do her sister?" the unicorn asked, a pained look on her face.

"Twilight-" Spike began, before he was interrupted.

"I hate to break into this _thrilling_ discussion," Roz sarcastically said, "But I have a lot to do and little time to do it in." She pointed at Sulley. "Come over here, we have some things to discuss."

"Me?" he asked, pointing to himself. The slug monster impatiently nodded. "Er, do you ladies mind holding on to Boo? I think this is going to take a while."

"Pony!" the little girl exclaimed as she was handed over to the yellow pegasus.

"Oh yes, we don't mind." Fluttershy quickly said before realizing she'd spoken for everyone. "Er, um, if that's okay."

Twilight shrugged and began leading her friends back up the stairs. "It's fine, we don't really have anything we need to do right now."

"Good. Um, we're going to be leaving soon, to look for our friends, right?" Fluttershy asked.

"'course we are!" Applejack exclaimed.

"Good. I do hope we have time to stop at my apartment, I'd hate to leave without telling anyone, that would be very rude. Oh, and there's a couple of things I'd like to pack too..."

As her friends began to talk, a single thought ran through Twilight's mind, over and over again.

_"What if I never really knew Celestia at all?"_

* * *

A short trip later, the ponies were finishing packing the few belongings Fluttershy had bought since she'd appeared in this world into a small bag, which Spike deftly tied shut. "Ya know, Ah've been thinkin'," Applejack began, slinging the little pack across her back.

"About what?" Rainbow Dash asked. She'd been tasked with cleaning the apartment out, a task with which she'd quickly grown bored.

"Well, about when Nightmare Moon appeared," she replied. Twilight looked up at this, the mention of the dark pony's name having caught her attention. "She didn't use her keyblade at all."

"You're right!" the keyblade wielder said, thinking back. "She didn't even use it when I had mine pointed right at her." She shook her head. "I got so caught up in what she was saying that I didn't think. But did Nightmare Moon not use her keyblade because she didn't want to, or because she _couldn't_?"

Silence fell on the group as they thought on this. Just then, Fluttershy opened the door and stepped inside, Boo perched on her back and babbling happily. "Okay, I talked to the manager and let him know I'd be leaving, so I'm all ready to go." She looked around at the quiet ponies. "Oh, I'm sorry, I'm not interrupting, am I?"

A soft laugh escaped the unicorn's lips. "No, we were just thinking about some things. Besides, it's your apartment, you don't have to apologize for just coming inside."

Blushing lightly, Fluttershy continued in a small voice, "Well, I just don't want to be rude."

"Aw, it's fine, 'shy," Applejack said, walking over to the door. "Are ya'll ready to go?"

Her friends nodded and followed her outside, where an unexpected sight greeted them, Sulley and a yellow suited member of the CDA, passerby giving them a wide berth. Twilight noticed the big blue furred monster was wearing a tie and looked a bit nervous. "Uh, hey everyone."

"Er, hi," Twilight replied. "What're you doing here?"

"And what's with the CDA goon?!" Rainbow Dash demanded, waving her hoof threateningly at the stoic monster.

"Well, Ro-" Here the yellow-suited monster shook its head furiously and Sulley corrected himself, "I mean Agent 001 explained some more things after you left. Apparently, Mr. Waternoose left the entire scream factory to me in his will. She wants me to take over and change our entire system from harvesting screams to high energy laughter instead."

"I think that's a great idea!" the unicorn replied, a smile crossing her face as the others made noises of approval. "But you don't look too thrilled by the idea."

"It's not that, it's just," he let out a sigh. "It's a lot of responsibility to take on at once."

"I've had to take on a lot recently myself," Twilight replied, remembering her adventures so far, "I think, I think you just have to stop worrying and do it."

Sulley let out a laugh. "Well, that's simple enough!" He took on a more serious tone as he continued. "I wish I could come with you to stop Randall, but I'm needed here."

"Heh, Ah don't think ya'd fit in our ship anyways, big guy!" Applejack teased.

Sensing that it was time to go, Fluttershy kneeled and let Boo get off. "Pony?" the little girl questioningly asked.

"I'm sorry, Boo, but it's time for me to go with my friends now," the yellow unicorn gently explained, hugging her ward closely before letting go.

Sulley gently scooped the girl up. "Don't worry, we've got her door all set up back at the factory. We'll have her home safely before you know it." He shifted the still-disguised girl around to rest comfortably in his arms. "I guess this is goodbye."

"Well, maybe we'll come back to visit one day," Fluttershy said, looking back to Twilight, who nodded. "And thank you so much, for everything."

"It was my pleasure!" Sulley exclaimed, waving goodbye with his free hand.

With a chorus of "Bye!"s Twilight and her friends began walking away, leaving Monstropolis behind...

* * *

Letting out a gasp, Fluttershy asked, "This is your ship?"

"Uh huh," Twilight replied, tapping a button on the gummi ship's hull. A panel opened, revealing the entrance. "Come on in, I'll introduce you to our engineer, Gadget," she continued, leading the way as her friends followed her inside the fairly small ship. The aforementioned mouse was working on the ship's console as they stepped inside the cockpit. "Fluttershy, meet-" the unicorn began before the yellow pegasus bowled her over.

"Oh, you're so cute!" she exclaimed, scooping the surprised mouse girl up and stroking her hair.

"H-hey!" Gadget squeaked, "I'm not that kind of girl!"

Eyes wide, Fluttershy nearly dropped the little diminutive engineer. "Oh, I'm so sorry," she said, quickly setting her back on the console before backing away. "Um, I'll just, um, sit here in the corner, quietly mortified."

Twilight got to her hooves with Spike's help, rubbing a slight bump on her head. "...okay?" She shook the last stars from her eyes. "Well, anyways, Fluttershy, Gadget. Gadget, Fluttershy. Now that we're all... _acquainted_, there's something I need to show you."

The little mouse girl straightened her jumpsuit and smoothed out her hair. "Oh? Did you find some nifty new tech?"

"Not quite," Twilight replied, floating out the rune covered gummi block Nightmare Moon had given her and setting it on the console. "What can you tell me about this?"

For a moment, Gadget just stared at the artifact. "I... I wouldn't even know where to begin!" she exclaimed, getting out a small instrument and examining the softly glowing block. "Where did you find this?"

"Remember that dark pony we told ya about, Nightmare Moon?" Applejack asked, and Gadget nodded. "She just appeared before us and gave Twi' that thing and some glowing hairpin before leavin'."

Gadget hummed to herself and examined the block for a few moments more before speaking. "We need to go back to Traverse Town and show this to Cid, I just don't have the equipment here to examine this properly, and even if I did, he's the real expert."

"We're going back to Traverse Town? That's great!" Spike exclaimed. "Maybe I can help Marie out in her cafe some more!"

"Well, we could use some more saddlebags for Fluttershy and Rainbow Dash, plus more supplies," Applejack chimed in.

"A whole new city to explore? Awesome!" Rainbow Dash exclaimed.

"Um, if we could get some more ingredients, I could make some potions and ethers," Fluttershy put in, having recovered slightly from her embarrassment.

Twilight thought about it before nodding. "Right! Plotting a course for Traverse Town!" She exclaimed, her horn glowing as she manipulated she ship's controls...


	19. Chapter 19

Twilight sighed in relief as she landed the Gummi ship in Cid's garage in Traverse Town. The whole trip back had been quiet. _Too_ quiet. Not a single Heartless had attacked them on the way back. She rolled her neck around, releasing some tension. Expecting an attack for hours while piloting the ship was pretty nerve wracking, after all. "Well, we're here," the unicorn announced, pressing the open button for the hatch.

"That was so boring!" Rainbow Dash complained as she leaned back from the laser Gummi controls. "Where was the action, the excitement?!"

"Um, I thought it was kind of nice and peaceful," Fluttershy softly said, picking up her few belongings.

Meanwhile, Twilight was disconnecting the special Gummi under Gadget's careful directions. "Alright, carefully detach the last aetheric tether, good!" The small mouse excitedly said, leaping onto the unicorn's back. "Now, let's show Cid!" Smiling at her engineer's enthusiasm, Twilight levitated the cube beside her and followed the rest of her friends outside, where Cid was waiting for them.

"Hey, nice to see you all back in one piece! And hey, I see you've found a few of your friends, go-" Cid froze mid sentence as he noticed the glowing Gummi block at Twilight's side. "Where the heck did you find that?!" he exclaimed, pointing at the artifact.

"We encountered Nightmare Moon on a world called Monstropolis," the keyblade wielder began.

"Never heard of it," Cid commented, getting out one of his cigars. A glare from Gadget quickly put an end to that. Putting away the cancer stick with a sigh, he asked, "Well, what kind of world was it?"

"Well, the part we saw was a big city," the yellow furred pegasus began, "The people there look like monsters, but they're actually just people."

"Hm, kinda sounds like that one world I once heard of. Hallow Town or something like that?" Cid mused. "Oh, what was your name, miss...?"

"Um, I'm Fluttershy," the mare quietly said.

"And I'm Rainbow Dash!" the other pegasus exclaimed, flying up into the engineer's face.

"Uh, yeah, nice to meet you," the man said, a deadpan expression on his face as he pushed the excited mare out of the way. "Now, about this Gummi cube?" Rainbow huffed at being ignored.

"Well, Nightmare Moon incapacitated the people with us and talked a bit, calling me her apprentice and all that. Then she gave me this hairpin," here she floated out the darkly glowing accessory, "And the Gummi block. She said she used them in 'the old days', so I guess they're from way back when her and Celestia went on their adventure a long time ago."

Cid hummed in thought. "Well, either way I need to run some tests on here, see what exactly this thing is. It's gonna take me a while to analyze this thing, so you might as well go waste some time in town."

"Thanks Cid!" Twilight called as they began to walk towards the exit.

"Oh, hey, wait!" Cid suddenly shouted. "I almost forgot in all my excitement, but Sora, Donald, and Goofy are somewhere in town. They brought in a special Navi Block too. Not as unique as yours, of course, but not your average Gummie either. I think they said something about waiting at Merlin's place."

"Ooh, maybe I could get Merlin to teach me some new spells," Twilight said, a look of acquisitive glee coming over her face.

"Oh no you don't, we need some more supplies before we go gallivantin' all over town. 'sides, the others wanted to get some stuff too," Applejack said.

"Yeah, and I wanted to see if Marie has anything good baking!" Spike spoke up.

"Oh alright, I guess I can wait," Twilight sighed before brightening. "Come on, girls, Spike, the sooner we get done shopping the sooner I can get to learning!"

* * *

"I'm Huey!" a small, duck-like humanoid wearing a red shirt and cap waved as the group of Equestrians walked inside.

"I'm Dewey!" another in a nearly identical set of blue clothes said from atop his perch on a shelf.

"And I'm Louie!" the final green clad one introduced himself from where he was manning the store's cash register.

"And welcome to the Scrooge McDuck Item Emporium!" they shouted as one.

"Now, what can we do for you?" Louie asked.

A small smile pulled at the corner's of Twilight's mouth. _"Oh come on, there's no way that wasn't rehearsed,"_ she thought to herself. She opened her mouth to speak, when her pegasus friend beat her to it.

"Oh, that was very well done!" Fluttershy exclaimed, clapping her little hooves.

"Aw, it wasn't anything special," Huey said, waving a feathered hand.

Dewey rolled his eyes. "Yeah, it's not like Uncle Scrooge had us practice that for hours or anything."

"Did your Uncle leave you to tend the shop all by yourselves?"

"Yep!" Huey chirped. "We've done it before, so it's no big deal." He hopped down from the shelf, landing on the countertop. "So, what can we get for you?"

"Well, let's see," Applejack drawled. "We need another couple o' them sets of adventurin' supplies, two saddlebags, and some potion ingredients, Ah think..." she trailed off, looking meaningfully at Fluttershy.

"Hm? Oh, right. I'll need some elfroot, kingsfoil, glowshrooms" the yellow pegasus began, rattling off a rather detailed list as the ducks scrambled to keep up, gathering packages of herbs. "And, um, deathbell," she finished.

"Uh, seriously, deathbell? Doesn't that sound kind of, I don't know, dangerous?!" Rainbow Dash exclaimed.

Surprisingly, Fluttershy just nodded. "Oh yes, it is, but it's also a very useful catalyst when brewing a large variety of potions."

"Well, if you say so. I don't really know much about potions, just that they keep me up and ready to fight!"

"And ya wouldn't need so many of 'em if ya weren't so gosh darn reckless!"

Smiling at her friend's good natured bickering, Twilight drew out her bulging munny pouch with a tug of magic. "So, how much does this add up to?"

"Let's see," Louie began, ringing up their purchases on the register. "Two saddlebags, 75 munny each, two sets of basic adventuring supplies, 50 munny each, and a large selection of potion ingredients." There was a long pause as the young duckling rang them up. "That comes to a total of about one thousand munny."

"One thousand munny?!" Applejack exclaimed. "Are ya'll serious?! Ah know herbs don't cost that much, I grow a bunch of 'em on the side at mah farm!"

"Um, sorry, but that's just what it says here," Louie nervously explained. "Uncle Scrooge sets the prices, not us."

Twilight let out a sigh as she began counting out the multi-colored orbs. "It's okay, Applejack, we can pay, we've got the munny."

"But that's not the point!" the mare angrily stomped a hoof. "Ah hate to see price gougin' like this, it ain't right."

"Well, if it makes you feel any better, there's hardly anyone buying this stuff these days anyways. Not many people left around here know how to make potions."

"Yeah, Uncle Scrooge's old alchemy set has just been sitting around in the back room for ages. I don't even know why he bought that thing, none of us know how to brew potions." Dewey chimed in.

Twilight's eyes lit up as she got an idea. "Hey, can Fluttershy here use that? She's a really, really good potion maker." The aforementioned mare blushed at the praise. "No point in just letting it sit around unused, after all."

"Well, I don't know," Louie trailed off in thought. "Uncle Scrooge might not approve of people using his things without his permission."

"Well, how about we sell ya back a few extra potions," Applejack bargained. Seeing the young duck hesitate, she decided to sweeten the deal. "At cost for the ingredients!"

"Uh... one sec! Huddle!" The trio of boys whispered back and forth for a few moments before breaking up. "Alright, we agree, on one condition."

"Name it!"

"Whoever's not minding the store gets to watch the brewing."

"Hm. Fluttershy, are you okay with that?" Twilight asked.

"Oh, um, I don't mind," the mare replied. "But you three have to promise not to touch anything, okay?"

The brothers nodded at her stern admonishment. "Okay, it's a deal!"

"Right. Alright, see you later Fluttershy. We'll be at Merlin's if you need us," Twilight said, bidding her friend goodbye.

"Um, right," Fluttershy replied. "Don't worry, I'll have plenty of healing potions ready by the time we leave!"

* * *

"Ooh, little Spike, you're back!" the somewhat portly woman cooed, patting the diminutive dragon on the head. "Now why don't you go check on the croissants in the oven? Remember, they're supposed to be cooked to a golden brown, no darker!"

"Yes ma'am!"

"Thanks again, Marie, for watching him for me," Twilight said, watching her assistant disappear into the back room of the small cafe. "It's really too dangerous outside of the First District to take children, I really don't know what I was thinking that first time."

"Oh, it is no trouble at all!" the woman replied, waving her hand dismissively. "He's really quite good, so long as he remembers not to eat his ingredients before baking them!" She tittered.

Laughing lightly, Twilight bid the cafe owner goodbye before she walked back to where Rainbow Dash and Applejack were waiting by the gate to the other districts. "Hey, where's Spike?" Rainbow asked.

"I left him behind with Marie," the unicorn replied, her horn glowing as she telekinetically tugged the large door open.

"A'yep, that's a good idea, Twi'," Applejack grunted as she helped to push the door shut after the trio had stepped, or in Rainbow Dash's case, flown, through.

The aforementioned pegasus landed lightly beside her two friends. "Are you sure? I really didn't like the looks of some of the people back there, especially the way they were glaring at us."

There was a loud thud as the door slammed back into place. "Marie hasn't done anything but help us ever since we arrived. I trust her," Twilight said, the glow fading from her horn. "Besides, from what I've heard, the people around here have had a really hard time of it. They used to be able to live anywhere in this city before the Heartless came. I don't blame them for being a little suspicious."

"Well, if you say so, Twi'," Rainbow Dash said. The trio fell into silence as they walked through the abandoned district, passing smashed storefronts and overturned carts. Eventually, the mare spoke up. "Okay, where's all the Heartless?!" she shouted.

"I don't know," Twilight shook her head. "Maybe they're distracted or..." she mused as they walked around a corner. Just then, something that was hard to describe, a feeling, maybe, made her manifest her keyblade beside her. A pitch black claw screeched against the thick shaft of the Olympia before Twilight blasted the creature with a bolt of lightning that sent it flying back.

"Or maybe they were settin' up this big ol' trap we all just walked into," Applejack grimly finished for her, drawing forth her wickedly spike tipped rope while Rainbow Dash raised her hooves and Twilight angled her keyblade. Before them in a darkened alley, a legion of what looked like the most basic of Heartless, Shadows, awaited. But these had become something more, as if everything about them had been enhanced to make them ever more deadly. Remembering the simple Scan spell Merlin had taught her, Twilight cast it with but a flicker of her magic. _Neoshadows_ Chancing a look, she saw more of them rising from the ground behind.

"Bindra!" the keyblade wielder quickly cast, hoping to trap the beasts, but they simply merged into the shadowed pavement, flowing under the purple chains that erupted from the street.

"What in tarnation?!" Applejack exclaimed as the creatures circled around them, still merged into the ground. Whipping her rope around, she struck out at one of the Neoshadows, only to have the spiked tip crunch into the cement, leaving the Heartless unharmed. Grunting as she pulled her weapon free, she barely had time to dodge a retaliating punch. "How the hay do we fight these things?!"

"It's like trying to hit your own shadow!" Rainbow Dash growled as she dueled with one of the creatures, trying to strike it before it could vanish into the ground once more. All of them now were rapidly diving in and out of the ground and the nearby shadows, disappearing and reappearing in a complex pattern so that one never had enough time to land a solid blow before you had to deal with another kick or slash. "A little help would be nice, Twi'!"

_"I need to slow them down somehow!"_ Twilight thought, her keyblade whipping around to block the deadly claws of one of the Neoshadows before it vanished back into the shadowed ground. _"If I could cast a light spell, I could make it so they'd have nowhere to hide, but those have been so hard lately! Stupid necklace! Stupid Nightmare Moon!"_ Her eyes widened as she had an idea. "Nightmare Moon, that's it!" Taking advantage of a momentary lull in the fighting, the unicorn drew out the jeweled hairpin she'd been given. _"Oh, please let this work!"_ Letting out a breath she hadn't realized she'd been holding, the unicorn quickly stuck it into her mane. A sensation like liquid ice flowed down her spine as she _felt_ the darkness around her. It was different from when she'd used the darkness before, purer, stronger, with that power at her command. With a thought, she expelled the Neoshadows from their refuge in the dark. They tumbled out onto the ground with a hiss of anger, the first sound she'd heard from the creatures.

"Dark Thundaga!"

Bolts of pitch black electricity burst from the tip of her keyblade, vaporizing the Neoshadows before her. The ones behind leapt at her flanks, but her weapon blazed to meet them like an ebony comet, smashing them into dust.

"There, that should be the last of them," Twilight said, letting her keyblade vanish. She turned to face her two companions, who were watching her in a sort of stunned silence. "What's wrong? If you're worried about me using the darkness, it's way different with Nightmare Moon's hairpin on. I feel like I'm in control, not the other way around."

"Twilight, your eyes and horn..." Applejack trailed off.

"What?"

Wordlessly, Rainbow Dash spun her around to look in a miraculously unbroken store window. There, staring back at her, was a reflection of herself. Her eyes were glowing a bright yellow, with wisps of dark energy flowing off of them. An oily, pitch black fluid bubbled up around her horn. And worst of all, the corrupted element around her neck glowed with a dark purple light. Slowly, Twilight raised a shaking hoof and the image in the storefront did the same.

"No! I won't become that! I won't!"

With a shriek, the mare shattered her reflection with a fireball before practically ripping the hairpin off. She slumped to the ground, crying. Moments later, she felt the warm forelimbs of her friends slide around her shoulders and pull her close. "Shh, Twi', it'll be alright. Ah know ya don't want to become like Nightmare Moon. Ya did what ya had to do. If ya hadn't used that darned hairpin, we'd have been in a big heap of trouble."

"Hey, I think it was really awesome!" Rainbow Dash exclaimed. "You forced 'em all to stop hiding then zapped 'em with that super black lightning! How cool was that?!"

Twilight sniffled slightly and nodded. "I'm sorry for crying like that, I, I just wasn't prepared for seeing myself like that, I guess. Using the darkness just felt so right while I was wearing this stupid thing," she said, holding the piece of jewelry in her magical field. "It was so different from before, where it felt like I was fighting for control ever step of the way."

"Maybe we should ask Merlin about it?" Applejack suggested. "After all, if ya could do all that safely, it'd be a big help."

Twilight nodded before putting the hairpin away in her pack. "Yeah, let's do that."

As the trio walked further down the alley towards the Third District, a small, inconspicuous crow flew above, keeping them under careful watch...


	20. Chapter 20

"What the hay?!" Applejack exclaimed as they came to a halt. "Why's the door all locked up?"

Before them was the large wooden door to the Third District, but heavy iron chains barred the way. A large black padlock sat prominently in the middle, as if taunting them.

"And why didn't that Cid guy tell us about this?" Rainbow Dash suspiciously asked. "Maybe he helped the Heartless set up that trap back there!"

Twilight shook her head in exasperation. "Rainbow, I really don't think Cid set this up. For one thing, if he wanted to trap us, all he'd have had to do was set up our Gummi ship to stop once we were out in interspace." She stepped forward and raised her keyblade. "Alright girls, just give me one second here," she trailed off as a beam of light shot forth from the tip of her weapon, entering the lock's keyhole. The pegasus and earth pony looked on, concerned, as time passed. Finally, half a minute later, it clicked open as the chains fell to the ground before disappearing completely. The unicorn let out a sigh of relief as she banished her weapon.

"Hey Twi, what took so long? You said it would only be a second!" the pegasus complained.

Shaking a little sweat from her brow, Twilight slowly began to explain. "That lock was made of powerful dark magic. Very powerful," she emphasized. "Whoever conjured it really wanted to make sure no one could get through."

"And maybe whoever made the lock set up that trap back there with the Heartless!" Applejack exclaimed.

"Maybe. Well, if they don't want us going forward then we'd better get going!"

With that, Twilight opened the door with her magic and stepped through.

* * *

Twilight's ears perked up as she heard someone talking around the corner. The voice reminded her of Nightmare Moon's, but it sounded slightly different. Motioning for her friends to be quiet, the mare crept closer to listen.

"You see, Riku? It's just as I told you."

[i]"Riku, Riku, where did I hear that name before?"[/i] the keyblade wielder wondered as the speaker continued.

"While you toiled away trying to find your dear friend, he quite simply replaced you with some new companions."

[i]"Wait! Riku is one of the people Sora's looking for!"[/i]

"Evidently, he values them far more than he does you. You're better off without that wretched boy."

"No, he's not!" Twilight shouted, her keyblade flaring into being beside her as she jumped out into view. Before her were two people standing near a house's window. The two was a tall woman clad in black robes, obviously a sorceress. In her hands she bore a staff that the mare could just [i]feel[/i] magic oozing from. Two black horns jutted up from her head. Twilight was unable to tell if they were a part of her clothes or a part of her. [i]"Is that Nightmare Moon in a human form?"[/i] she wondered for a moment, before mentally shaking the distracting thought away. The other was a boy that, if she had to guess, looked to be about Sora's age. He had silver hair and wore a yellow shirt with two straps that crossed to form an X along with some blue pants.

"A talking... pony?" The boy, Riku, muttered to himself, surprised.

A snarl briefly crossed the woman's face as she turned to face the mare and was just as quickly smoothed away. "Ah, Nightmare Moon's little protege," she began before she was interrupted.

"I'm not her apprentice," Twilight reflexively growled back. [i]"Okay, definitely not Nightmare Moon."[/i]

"Yeah!" Rainbow Dash and Applejack exclaimed as they rounded the corner. They stopped behind their friend, ready to back her up.

A raven landed on the woman's staff and almost seemed to whisper something to her. A cruel smirk twisted upon her face. "Oh? And is that why you used her gift so well to defeat my minions?"

Twilight growled as her keyblade began to glow beside her with magic. She almost attacked then and there before a flash of insight stopped her in her tracks. [i]"She's trying to goad me into a fight on purpose! Why?"[/i] Her eyes slid over to look at the somewhat bewildered boy. [i]"That's it!"[/i]

"That doesn't matter. You, you're Sora's friend, Riku, right?" She asked, pointing at the boy with one hoof.

"Yeah, so what if I am?" he said, recovering from the slight shock of seeing real pastel colored talking horses. "It's not like he cares," the boy scoffed. "He's just fine with his new friends."

"That's just not true at all!" Applejack interjected, stomping her hoof in irritation. "The whole reason Sora's traveling with those two is just so he can find you and that girl he mentioned, uh..."

"Kairi," the young boy filled in for her, his voice quiet. "That's really his whole reason?"

"Yes," Twilight nodded emphatically. "In fact, when one of his companions wanted to travel with me instead, Sora begged me to convince him to stay with him so he could find the two of you."

"Oh come now, Riku," the sorceress began, laying a finely nailed hand on the boy's shoulder. "Are you really going to listen to some little pony? Besides, we have a deal, remember? You help me, and I help you find your friend."

Twilight watched as the boy seemed to hesitate before coming to a decision.

"The deal's off, Maleficent!" Riku shouted, throwing the woman's arm away. He spun away, summoning a strange dark blade into his hands, shaped like a bat's wing. "You were probably just lying to me all along! I bet you don't even know where Kairi is!"

"Oh, that's where you're wrong," the woman, Maleficent, replied. With a wave of her staff, intricate runes appeared upon the stone ground. With a pulse of magic, they lit up, projecting an image of a comatose young girl. "You see? She's waiting for you. Now come along, and I'll forget all about this."

"Don't trust her, Riku! Any decent mage could make an illusion like that!" Twilight replied, embellishing the truth slightly. [i]"Well, I'd have to actually know what she looks like first, but still..."[/i]

Riku hesitated once more, but the decision was taken out of his hands. The door of the house they were nearby slammed open and Leon peered outside. "What's going on-YOU!" he roared, his normally calm voice going livid as he caught sight of the sorceress. In a flash, his gunblade was in his hands, shining like a star. The energy surrounding his blade suddenly lengthened, more than doubling the weapon's reach as the swordsman leapt forward. But a barrier of dark magic snapped into being in front of Maleficent, easily deflecting Leon's attack.

"Oh, the rabble wishes to play, do they? Well then, who am I to object?" the witch mockingly declared, her mouth twisting into a cruel smirk. "Come unto me, creatures of-guh!" she grunted as a volley of glowing shuriken tore through her barrier to embed themselves into her arms.

Looking back, Twilight saw a young lady crouched upon the roof readying more of the small blades while another bearing a long staff began to chant some spells. And last but not least, Sora, Donald, and Goofy burst out of the house, their weapons raised and ready for battle. "Riku!" the other keyblade wielder cried.

"Hmph, more of you crawling out the woodwork like ants. Fine then, keep your prize. You will all regret this!" Maleficent shouted, raising her hands as magic gathered around her. Suddenly, a storm of darkness erupted from the ground, blowing them all back. When it finally cleared, she was gone.

"Riku, you're back!" Sora happily exclaimed, pulling his friend into a hug. "I was wondering where you ran off to."

"Hey, let go," the other boy growled, fruitlessly trying to push the other off.

Twilight watched as Leon let out a long sigh and sheathed his sword once more. He walked over and pulled the two wrestling boys apart before setting them down. "So," he began, intently looking at Riku. "Care to explain who you are and what you were doing with Maleficent?" "I don't answer to you," Riku replied, returning the older swordsman's look with hostility.

"If you won't answer my questions then I'll be forced to consider you a threat," Leon stated, his hand already straying towards his blade's handle.

Before Twilight could intervene in the rapidly worsening situation, an outlandishly dressed girl jumped down from the roof above. "Woah, hold on a sec, Squall," she cried, trying and failing to push him back a bit.

Annoyance flickered in the normally stoic man's eyes for a moment. "I've told you before, it's Leon."

"Leon, Squall, whatever," the girl, no, teenager continued, rolling her eyes as she waved his objection away. For a moment, something about the girl reminded Twilight reminded of Pinkie Pie before she continued. "Don't you think it's kinda rude to ask someone who they are without even giving your own name?" Without even waiting for his reply, she spun around. "Hi, I'm Yuffie! Nice to meet you!" the exuberant teen exclaimed, a bright smile upon her face.

The white haired boy continued glaring at Leon for a moment before finally looking away. "My name is Riku."

The woman in the dress stepped forward. "I am Aerith, it is a pleasure to meet you." She said, introducing herself with a slight bow before looking at Twilight expectantly.

"Oh, I'm Twilight Sparkle, and these are two of my friends, Applejack," the earth pony tipped her hat in acknowledgement. "And Rainbow Dash." The pegasus quickly made a heroic pose when her name was mentioned.

"Yeah, and Twilight's a great Keyblade Master, too!" Sora cheerfully exclaimed. "She's been teaching me a lot about magic and stuff!"

"Wha, what?!" the young unicorn found herself exclaiming. "I'm not a Keyblade Master, I'm still in training!" She quickly denied as her friends chuckled, but the look Riku shot her was surprisingly respectful.

"So, Riku," Leon cut in, refusing to be distracted, "What were you doing with Maleficent?"

Obviously debating with himself, the boy took a moment before finally speaking. "After Destiny Islands, our home," he said, nodding at Sora, "Was devoured by the darkness, I found myself... drifting. I don't know how long it took, but eventually I found myself in another world."

"Wow, what was it like?" the other boy interrupted. Twilight had to admit, she was a bit curious herself.

"It was... strange, like a castle, but with machines and pipes coming out of the walls."

"Hollow Bastion," Leon murmured, his eyes lighting up in recognition.

"No one came out to greet me, so I decided to see if I could find someone. After wandering around for awhile, I found myself in a large room with a fountain. Someone was standing in front of the fountain, like she was waiting for me. It was Maleficent."

"Ooh, what happened next?" Rainbow Dash asked. She stood closer than before, obviously interested in his tale.

The boy still looked slightly disturbed by the pony's proximity, but continued on regardless. "Well, she introduced herself and offered to help me find my friends in exchange for my aid in her own endeavors. She tried to act kind, but I could tell she was just trying to use me."

"Why'd ya go along with her?" Applejack asked.

The boy sighed. "She was the first person I'd met in that world and I didn't have much choice."

"Did she ever mention why she required your help?" Leon asked.

Riku thought for a moment, then shook his head. "No, she never mentioned any specifics, but I overheard her talking with someone, something about 'needing to find the pure of heart'." The man hummed in thought and motioned for him to continue. "After, um, a while," he began, and here Twilight raised an eyebrow.

[i]"What is he hiding?"[/i]

"I demanded that she fulfill her end of the bargain and help me find my friends, so she brought me here," Riku finished.

"Come on, Riku, you left out a lot," Sora protested. "What've you been doing the last few days?"

"And where'd you get that creepy black sword? Awful suspicious if you ask me," Donald grumbled, his arms crossed.

Seeing everyone looking at him expectantly, Riku let out a sigh, less than pleased at getting caught. "Alright, fine," he confessed. "Maleficent was teaching me how to use the darkness as a weapon." As he said this, a strange blade manifested in his hands. It was shaped like a bat's wing, with a creepy looking eye set into the hilt. "Like this. I learned a couple of other... small tricks as well."

"Would those 'small tricks'," here Twilight raised herself up on her hind legs so she could form quotation marks with her hooves, "Involve the darkness as well?"

Reluctantly, Riku nodded.

The keyblade wielding mare let out a breath. "You should be really careful with dark magic. I know that more than most."

The boy snorted. "What would someone like you know about the darkness?"

"Someone like what?" Sora asked, his head tilting confusedly.

"Uh, well," Riku gestured vaguely, "A pony?"

Unexpectedly, Twilight had to fight the urge to just burst out laughing. "What, you think just because we're ponies we don't know about such things?" She shook her head. "I've had more than my fair share of encounters with the darkness." Concentrating, Twilight carefully conjured a small orb of dark energy. She let it float there, just long enough to prove her point, then quickly banished it before it could get out of hand. "Alright?" The boy nodded.

"Hm. I've heard enough," Leon declared, getting their attention. He looked around at all of them before settling his gaze upon the white haired boy. "Riku. I'm not sure if I trust you yet, but so long as you stay with either Sora or Twilight you'll be allowed in Traverse Town. However, cause any trouble and I will kick you out. Personally. Understand?" The boy met his gaze for a moment before nodding. "Now, I think we've all stood around here long enough. Stay out of trouble," the swordsman finished, walking off into the Second District.

Yuffie popped up behind Riku, startling him. "Aw, don't mind him, he's just been grumpy ever since we lost our home. You're fine so far as I'm concerned. Well, see you all around, Leon gets annoyed when I forget my patrols!" She cried, leaping to the top of a nearby building before running off.

"Mm, I should get going too. Good luck to all of you," Aerith said, bidding them good-bye.

"Hmph, I guess you'll be joining us then," Donald grumbled as she left. "Just you remember, I've got my eye on you!"

Goofy just let out a laugh. "Welcome to the team, Riku!"

"This is gonna be great, you'll see, we'll have Kairi back in no time!" Sora cheered, throwing his arm around his friend's shoulder. The other boy quickly threw him off, but he smiled, just a bit. "So, what're you all doing here?" he finally asked, picking himself up off the ground.

"We encountered that dark mare again on another world," Twilight began, before Goofy interrupted her.

"Um, Nightmare Moon, right?" he asked, scratching his head.

"Right. Well, she was acting really, well, weird, now that I think about it," the mare began. "Not that I know her really well or anything, I just expected her to be more, well, violent."

"That goldarned mare kidnapped our princess and set Heartless loose on our world, Equestria," Applejack quickly explained to a rather lost looking Riku.

"Right," Twilight continued, "Well, she gave me a special gummi block and a magical hairpin. We came back here so Cid could look at the gummi block."

"A special gummi? Hey, we found one of those too!" Sora exclaimed as Twilight nodded.

"What about the hairpin? What did that do?" Riku asked, intrigued.

"It gave Twi' these awesome darkness powers, but it kinda made her look all 'blargh, I am evil!'" Rainbow Dash explained. Applejack just gave her a look and bonked her over the head with a hoof. "Ow, what was that for?!"

"Stop channellin' Pinkie, Rainbow, one is enough," the earth pony ordered.

Rainbow looked as though she was about to retaliate, but then thought better of it, rubbing the growing bump on her noggin instead. "I guess I needed that," she mumbled to herself. "One pony like that is more than enough."

Twilight shook her head, letting out a little laugh at her friend's antics. "Anyways, we were headed towards Merlin's house, but we were attacked by some powerful heartless along the way. I guess she didn't want anyone interfering, but she didn't count on someone who could use the keyblade. It took us a little while, but I undid her locking spell and well, here we are."

"The keyblade, huh? Wish I had one of those," Riku said, looking slightly jealous.

"Don't worry about it, Riku, you're still awesome without one. Come on, you used to beat me all the time back on the islands," Sora reminded him. A smirk tugged at the corners of the older boy's mouth at the memory.

"And hey, me and Applejack kick plenty of tail, and heck, I just use my hooves!" Rainbow Dash exclaimed. She stomped on the stone ground, hard, and a few cracks spidered out from the impact.

Riku looked rather surprised at her display of strength, then nodded. "Well, what should we do now?"

"I still need to see Merlin about this hairpin," Twilight explained. "It gives me a lot of control over the darkness, but well, I don't know. I just don't feel safe using one of Nightmare Moon's gifts just like that."

"Aw, really? We just came from there," Sora complained.

"Who is this Merlin, anyways?" Riku asked.

"You've never heard of him?! He's one of the greatest wizards in all the worlds! And he taught me everything I know!" Donald proudly exclaimed, puffing up a little.

"Uh, if he's so great, then why don't you use bigger spells?" Goofy asked, scratching his head.

Donald sagged. "I only have so much mana," he sighed.

"A wizard, huh?" Riku said, thinking. "Well, I wouldn't mind meeting one that isn't just trying to use me. Maybe he could help me with my own spells. Maleficent only showed me how to cast dark magic. It's powerful, but if it's as dangerous as you say..." he trailed off.

"Well, I'm not sure what to think, really," Twilight confided as they began to walk towards the magician's home. "I've seen what happens when ponies, excuse me, people, are corrupted by the darkness, and it is powerful. But what if you need that power to save someone you care about?"


	21. Chapter 21

_Meanwhile..._

* * *

"So you see, adding elfroot increases the potency of the resulting potion, but too much and it starts to become toxic," Fluttershy said, carefully stirring a brown mixture. "Now you wait just a moment, and... there." The liquid suddenly changed to a brilliant red. "That color change shows that the ingredients have melded together just right, making a proper potion."

"Wow, what kind of potion is it?" Dewey asked, leaning over to get a better look at the concoction.

"Hm? Oh, this is primarily a healing potion, but it does have a secondary effect of restoring the user, refreshing their stamina. It's very useful if you've been injured and need to run away, or if someone needs to get right back up to, um, fight." Fluttershy answered, quickly taking the small beaker off of the fire and pouring the contents into a small vial. That done, the pegasus quickly stoppered the vial with a cork and set it upon a growing stack of others.

"Who taught you how to brew potions like this?" Louie asked, as he kept tabs on which potions would be theirs and which were Fluttershy's. "I mean, it's a really rare skill around here these days and you seem to really know what you're doing."

"Er, well," the pony stuttered, cleaning out the equipment with a spare rag. "A zebra mare named Zecora lived in the woods near my cottage. She's a true master alchemist. I met her one day when she saw me tending to a poor injured squirrel in the woods. I was frightened at first, but she knew exactly what to do. She took me back to her hut and showed me how various herbs, minerals, and extracts can be combined to both heal," and here her expression darkened slightly, "And hurt. But sometimes, a little poison is needed to purge illness."

"Wow, you know how to make poisons!" Huey excitedly exclaimed. He'd been bored throughout all of this brewing, but here was something that'd caught his attention. "What about flashbangs? Could you make those?!"

Fluttershy raised an eyebrow, but if he was so excited... "Well, um, yes, I do know a little bit about making-"

"Awesome! I bet those would sell really well to adventurers like your friends! What materials do we need?" The red clothed duck boy excitedly asked.

"Well, some sulfur, coal dust, fire salts-" the yellow pegasus began.

"Right, here we are!" Huey exclaimed, running back with the ingredients bundled in his arms.

"Wait, careful with those fire salts, they're rather-" the mare exclaimed, which for her was a quiet but urgent tone of voice. But just as her warning was uttered, the boy tripped, sending the ingredients flying.

"Volatile," Fluttershy lamely finished, as the fragile jar shattered.

* * *

"Did anyone else hear that?" Twilight asked. They were standing just outside the entrance to Merlin's house.

"Hear what?" Applejack asked.

"I don't know, I just thought I heard something, thunder, maybe?" the unicorn replied.

"Hm, I didn't hear nuthin'," Goofy said, cupping a hand to his ear. "Nope."

"Oh well, it was probably nothing. Right, let's get going." With that, Twilight drew open the door to the magician's domain and went inside, the others following her.

"So this is a wizard's home, huh?" Riku asked, taking in the crumbling tower that sat in the middle of an underground lake. "Seems kinda plain."

"Huh? Come on, Riku, it's what inside that counts!" Sora exclaimed, already hopping over the floating stones that bridged the way.

"Hmph, I'll believe that when I see it."

* * *

"Hm, Sora? Back so soon?" Merlin said, looking up from an aged tome he had been perusing. "Was there something you forgot?"

"Nah, I'm good," the young boy replied, holding up the tattered curtain that served as a door to the magician's tower, "But guess what? I found one of my friends!"

As he said this, Riku stepped inside, looking about curiously at the piles of books and various magical trinkets. "Huh. I'll say this, it is different than what I expected."

Soon after, the group of Equestrians stepped inside. Rainbow Dash looked around for a bit, then let out a sigh. "Man, I can tell this is gonna be boring already. Libraries are so lame."

Twilight's face turned an interesting shade of red for a moment, but she eventually settled for just shushing the brash pegasus. She could force, er, she meant show her friend the joys of reading later. Rainbow rolled her eyes and flew up, settling into a comfortable looking spot in the rafters.

"Hm, Twilight and her friends return as well? Interesting, most interesting. Well, what can I do for you all?" the wizard asked.

The white haired boy spoke up first. "The name's Riku. I was hoping you could teach me some magic."

"Oh? Well, I daresay I can be of some assistance. Do you have any experience with the more subtle arts?"

"Well, I can do this." A dark sword, reminiscent of a bat's wing, appeared in his hands.

"Interesting, few can manifest spiritual weapons such as those, reflections of the wielder's soul. Strange that it should appear so grim in one so young, but..." Merlin trailed off, looking meaningfully at the Riku. "My boy, have you been dabbling with the darkness? As Twilight over there knows, such powers are not to be used lightly."

"So I've been told. That's why I came here, I want to learn how to do more than summon this sword and throw dark fireballs around."

"Indeed. Well, we'll get to that in a moment. Now, Twilight, what can I do for-" Merlin gasped as the keyblade wielding mare brought out the accessory Nightmare Moon had given her. "Is that lady Luna's hairpin? However did you find that?!"

"Nightmare Moon appeared again after I helped to fix the Heart of a world," the mare began.

"Oh my. You helped fix a world's Heart? Extraordinary," the old wizard interrupted. He coughed as he realized he was interrupting. "Please, do continue."

"Well, like I said, afterwards Nightmare Moon appeared. She claimed that she tried to fix that world's Heart after Princess Celestia damaged it during a fight she had, long ago. I don't know if she's telling the truth or not, but afterwards she gave me a wierd, runed gummi block and the hairpin."

"Yep, then she left after that. It was kinda strange, if ya know what ah mean," Applejack added. "She didn't try to hurt us at all, even though she had us dead ta rights."

"Hm, it appears that this Nightmare Moon really is Luna. What a pity." Merlin sadly said to himself, turning the hairpin over. He sighed. "And where is this gummi block?"

"We gave it to that Cid guy," Rainbow Dash spoke up, suppressing a yawn from her perch in the rafters..

"I see. Well, I can say with certainty that this is Luna's hairpin, as I recognize both its craftsmanship and its distinct magical signature," Merlin finally announced, carefully setting the item down upon his desk. "Have you tried putting it on?"

"Yes," Twilight admitted, looking ashamed. "We were fighting some really tough Heartless earlier and it was the only thing I could think of. After I put it on, I could feel, well, a much deeper connection with the darkness. Usually, when I use the darkness, I have to fight it for control or else I start being influenced by it. With the hairpin, it was..." she trailed off. "Easy. Too easy." She shook her head. "Oh, and it, um, altered my physical appearance too."

"Mm, yes. From what I remember, this artifact amplified Luna's ability to focus and purifies her dark magic. The physical alteration is a side effect caused by the hairpin channeling pure darkness, your appearance changing to suit the energy flowing through your form. Luna herself could reduce that effect of the hairpin so it was almost unnoticeable, but others were not so skilled. One of her assistants in particular took to using a variant of the hairpin almost all the time. I do wonder what became of him?"

"Uh, that's great and all," Applejack interrupted, "But is it safe to use? I mean, it is a gift from Nightmare Moon, after all. She's the one who started this whole mess."

"Hm? Oh yes, it should be quite safe. Furthermore, I can sense no dangerous enchantments or curses placed upon it, nothing like that black necklace," Merlin said, waving off her concerns. "The physical alteration should be merely temporary, but it may not be so if it is worn long term. Still, I should caution you to use it sparingly! Even purified of its malice, the darkness is dangerous and corruptive to the Heart."

Twilight carefully enveloped the hairpin, _"Luna's hairpin,"_ she corrected herself, with her magic before tucking it into her saddlebag. "Thank you, Merlin, I'll keep that in mind. I probably won't use it, but... at least I know it's an option."

"It's my pleasure, my dear!" the elder wizard cheerfully replied with a bow, before turning back to the two boys. "Now, Sora, Riku, come along, I'd like to see exactly what you've learned."

As the platform leading to the second story descended from the ceiling, the unicorn thought, _"It's good to know that the hairpin is safe for a temporary boost, but that just raises more questions. Why would Nightmare Moon give me something that makes me stronger and isn't too dangerous to use? And whatever happened to change her into Nightmare Moon in the first place?"_

* * *

"Strike Raid!"

A glowing keyblade shot forth, connecting with one of the floating chairs with an audible crack of metal on wood. A moment later it vanished, only to reappear in Sora's waiting hands. The smiling boy easily swung the weapon up to rest on his shoulder before turning to look at his audience. "So, what do you think?"

"Eh," Rainbow Dash teased. "I'll give it a seven out of ten. Pretty good, but come on, it could be way better!"

Twilight rolled her eyes. Merlin had asked her to see how far Sora had come along while he and the grumpy duck mage worked with the other boy, and, to be honest, she was rather impressed. _"He improves so quickly,"_ she thought. _"It's only been a few days, but he's already strengthening his strikes with magic, and with hardly any teaching!"_

The mare cleared her throat before speaking aloud. "Well Sora, I'll say that you've really improved, but you still have a lot of room to get better. Have you had any luck directing the keyblade after it's thrown?"

The boy shook his head. "Not really, but I think I'm getting a little better. Oh, and I can, um, summon the keyblade really fast after I've thrown it, and then toss it again!"

"Well, Ah'd say if it works better for ya, then go for it!" Applejack chimed in.

"She has a point," Twilight conceded. "Just because I was taught to do things one way doesn't mean it's the best for everyone. People develop their own styles and ways of doing things, no two people are the same, after all."

"Hm," the boy hummed in thought before shrugging. "So, what do you think I should do to improve?"

"Well..." Twilight racked her brain for ideas. Her memory of defeating the Darkside in the Everfree suddenly came to mind... "How about imbuing your keyblade with elemental magic?"

"Huh?"

"Like this," the unicorn said, her weapon appearing beside her. "Now, this is an advanced technique, so pay attention, okay?" The boy nodded. "Right. First, you gather the magic like you would for a spell, in this case, Fire." A crimson glow gathered around the tip of her keyblade. "But, instead of letting it shoot out, draw it out over your weapon." The fiery energy slowly crept down the blade, setting the entire length alight. "Finally, launch it at the target." A wheel of fire roared through the air, striking one of the floating bits of furniture in a startlingly loud explosion. "Er, heh heh, oops?"

The other ponies shook their heads in exasperation as Sora smothered a laugh.

"Right, um, yes, how about you try?"

The boy nodded and held his weapon aloft. Red magic slowly gathered at the tip of his keyblade. "No, no, no," he muttered to himself as the magic began to grow out of his control, until finally a fireball shot off into the air.

Twilight laughed and shook her head. "Just keep practicing, Sora, I'm sure you'll get it eventually." As the boy nodded and gathered his mana to try again, the unicorn stretched, working out some kinks, before sitting down by her friends to watch Sora train and Riku continue to practice with Merlin and Donald. "So, what do you girls think?"

Rainbow Dash shrugged. "Eh, like I said earlier. These kids are pretty good, but they could be better."

"No, I just meant, well, in general, I suppose," the unicorn said. "We've been rushing all over so much the past few days, it seems like we've never really had a chance to just sit down and talk. I mean... that is what friends do... right?" Twilight awkwardly trailed off.

Applejack's warm laughter met her ears. "They shore do. Lemme guess, ya never had many friends before, right?"

Twilight let out a sigh. "Is it that obvious?"

"Yeah," their resident pegasus bluntly said. "But that's not a bad thing!" she hastened to add as Applejack glared at her.

"Darn straight. Everypony has to start sometime, after all! Now me... Ah'm kinda wonderin' how mah big bro Big Mac and mah little sis, Apple Bloom, are doin'. Ooh, Ah really hope the apple trees are alright!"

"They should be fine. Before we left, I had Spike send a letter to my big brother, Shining Armor-"

"Whoa, whoa, whoa, let me get this straight!" Rainbow Dash interrupted, waving her hooves around. "You're Princess Celestia's personal apprentice _and_ the captain of the Royal Guards himself is your big brother?!" At Twilight's nod, she grumbled, "Some ponies have all the luck."

"It wasn't all luck, you know," the unicorn mare replied, her voice slightly arch. "I trained really hard under Princess Celestia, and Shining earned every one of those promotions himself!"

"Alright, alright, calm down, I didn't mean anything by it," Rainbow said.

Twilight sighed. "No, I shouldn't have overreacted like that. I guess I'm just a little on edge with everything that's happened. And I'm really worried about Shiny and my parents, the Princess, and everyone else back on Equestria." A horrible thought struck her and she couldn't help but say it aloud. "What if what happened back at the Everfree wasn't just a localized effect?"

"Ah don't like the sound of that, Twi'."

"No, think about it. What if the backlash from whatever Nightmare Moon was trying with her keyblade didn't just catch us, but the Everfree, Ponyville, Canterlot, even the whole world?"

"No, not Cloudsdale! We've gotta go back to check, quick!" Rainbow Dash exclaimed in a panic, jumping to her hooves. But, just then, the calming voice of Merlin washed over them.

"Settle down, ladies, I'm quite sure Equestria is still there," the wizard reassured them. "I'm sorry, but I couldn't help but overhear your discussion, this room isn't exactly built to muffle sound."

Twilight suspiciously peered up at the elderly human. "How do you know for sure? I know you said you'd been to Equestria before, but still..."

"My dear, this old mage still has a few tricks up his sleeves. The first time I visited your world, it was as a guest. I suppose it was a bit ungracious, but back in those days I had a bad habit of leaving behind little trinkets in my travels." At Twilight's reproachful glare, he quickly continued, "Nothing dangerous, mind you, but with just enough of my magic put into them to act as a beacon so I could find my way back if needed. Still, it does come in handy, as even now I can track their faint echo, and let me assure you, the one I secreted in Canterlot Castle is still quite safe."

"Wait, Canterlot Castle?" Twilight muttered, remembering. "I remember there was this strange, unidentified magical artifact unearthed in the Starswirl wing-"

"Er, moving on," Merlin quickly said, cutting her off. "Another reason I know that Equestria is still there is that its star is still aloft in the sky."

"Huh?" Sora asked. He had grown tired of practicing and had started listening in alongside Riku.

"Ah," the old wizard began, "I do wish it was night outside so I could show you, but as hard to believe as it might be, every star in the night's sky is actually an entire world."

"Woah. Every star? That's..." Sora trailed off.

"Amazing," Riku finished for him. "There must be hundreds of worlds out there."

"Thousands, tens of thousands, more like," Merlin corrected. "And if a star ever goes out..."

"Then that means that world has fallen into darkness," Twilight concluded, nodding. "Well, that's a relief, but I still wish I knew how everyone was doing. Say, Merlin, do you know the way back to Equestria?"

The old man sighed. "Once, my dear, I did, but the paths I used have become choked with darkness. They're far too dangerous to use now. I could point you in the general direction, but without the proper route it would be nigh impossible."

"Hey, wait," Rainbow spoke up. "That wierd gummi block Nightmare Moon gave you, Twi'!"

"Oh, I get it! Maybe it has a way to get back to Equestria!"

"Now hold on girls, we don't know what's inside that thing," Applejack cautioned. "And Ah don't trust gifts from her of all ponies. Just because that hairpin turned out OK, more or less, doesn't mean we should just use whatever she gives us all willy-nilly. And besides, much as Ah hate to admit it, findin' the princess is more important than checking up on our homes and families. "

Twilight sighed. "You're right, but still, it is a possibility."

"I've never met this 'Nightmare Moon'," Riku cut in, "But if she's anything like Maleficent you'll definitely want to be careful with her. All of her gifts came with strings attached, if you know what I mean."

The keyblade wielding unicorn nodded in understanding while Merlin just sighed and began to lower the elevating platform they were standing on.

"Well, I think this concludes this meeting, boys, ladies. Sora, your skills are coming along quite nicely. Riku, for all of her shortcomings, Maleficent turned out to be a fine teacher, yet I beg that you don't rely on the darkness too much. You have a budding talent for fire and barriers, I suggest that you practice it. I believe young Twilight here is something of a prodigy when it comes to combat magic, so you might enquire of her further." The aforementioned mare blushed at the praise while Riku favored her with a glance. "Good luck with your travels!" He said, bidding them good-bye.

A chorus of thank you's came from the rather large group, with Riku's quiet "Thanks," being the last as they filed out of the Wizard's tower.


	22. Chapter 22

[i]"They work together so well,"[/i] Twilight thought, looking on as Riku and Sora wiped out the last of the Heartless they'd run into on their way back through the Second District. They'd agreed to let the less experienced members of their group fight alone, so that they'd get used to working together, yet they smoothly flowed around one another, perfectly complementing each other's skills. [i]"Maybe they practiced fighting together back on their home world?"[/i] she mused as Sora dodged around the last Large Body's punches, leaving it wide open for Riku to vanquish it with a burst of fire.

With the street now clear, Sora punched the air in victory and shouted, "That's the power of the keyblade!"

The other boy merely rolled his eyes at his friend's antics, banishing his weapon. "Come on, Sora, let's get going."

"Right!" the young keyblade wielder let his own weapon disappear before rejoining the larger group. They began walking towards the big wooden doors that separated the First and Second Districts. "So, how'd we do?" He asked after a few moments.

"Hm?" Twilight muttered, breaking out of her inner musings. "Oh, you and Riku worked together really well. Did you practice together back on your world?"

Sora nodded. "Yep, me and Riku'd spar all the time. All we had were wooden swords though, not the cool stuff we've got now."

"Just spar, huh?" Riku asked, "I won most of the time. I remember this one time when we were fighting over a paopu fruit and you just wouldn't give up." A teasing grin stretching across the boy's face. "You wasted so many potions that day."

"Oh come on, Riku, why'd you have to mention that?" Sora whined as the others laughed.

Twilight was just about to ask what a paopu fruit was when Applejack spoke up. "Does anypony else smell smoke?"

Goofy sniffed the air and frowned. "Ayup, smells like it's comin' from the First District, alright."

* * *

The First District was in chaos. Smoke choked the air as people ran back and forth, some carrying buckets of water, others just panicking. Looking around, Twilight saw Leon trying to organize the crowd while an irate old mallard of a shopkeeper was yelling at him. "Leon!" she called, as their group pushed their way through the crowd. "What's going on?"

"Ah, it's you again," he acknowledged, before turning to direct some people carrying buckets of water. "There was an explosion of some sort in Mr. McDuck's warehouse-"

"That's right!" Scrooge himself interrupted, "Millions of munny's worth up in smoke, and that's not the worst of it! My poor nephews were last seen going in there with some yellow pony like yourselves!"

"Fluttershy!" the trio of ponies gasped as Donald groaned about his three wayward wards.

"And on top of all of that, this young brute here won't let me go in to rescue them!" Scrooge continued.

The 'brute' let out a sigh. "Like I told you before, it's far too dangerous. You said yourself that you were storing several volatile alchemy reagents inside along with who knows what else that could explode at any moment, besides which, we don't know how far the fire has spread inside. It could already be too late."

"Oh, to heck with this rubbish!" the old duck exclaimed. "I'll go in and rescue them myself!"

"What?!" Donald yelped. "Uncle, you can't! Remember your old injuries?"

"I, oh, you're right, but I can't just sit here and do nothing either," Scrooge said, leaning heavily on his cane.

Twilight looked to friends questioningly and received two nods in return. The unicorn cleared her throat before stepping forward. "Don't worry, Mr. McDuck, we'll take care of this."

"Yeah, and we'll help too!" Sora chimed in, his keyblade hefted over his shoulder, with Riku nodding solemnly.

"Oh, thank you all!" Scrooge said. "I'll give you all a nice discount for this, I promise! Now, my warehouse is over there," he said, pointing in the direction of a pillar of smoke rising into the sky. "Just follow that alley right there and follow the signs to the McDuck warehouse, you can't miss it."

"Well, I can't stop you, but take care. We can't afford to lose you, the keyblade wielders, most of all," Leon said, moving to direct the chaotic situation.

"Right," Twilight began, taking charge. Plans were already being formed in her mind. "Rainbow Dash, I need you to help put out that fire. Whip up the biggest rain cloud you can as fast as you can and put it over that burning building!"

The pegasus saluted. "I'm on it, Twi'!" she cried before taking off, blurring into motion.

"Mr. McDuck, is there anything else we should know about that warehouse?" The unicorn asked the elderly duck.

"Hm, let me think," he said, "No, nothing special comes to mind. Just your normal assortment of alchemy reagents, potions, armor, weapons, tools, preserved food, a little bit of old treasure, a few old artefacts from my treasure hunting days..." he trailed off. "Of course, if you could rescue some of them, I'd be most grateful, but saving my boys and your friend comes first. Now, if those boys kept their wits about them they'll be hiding in my office, it's the sturdiest room in the building."

"No maps? A floor layout? Anything?" Twilight pressed.

"Sorry lass, it's been a while since I've actually inspected the building, most of that stuff's been sitting in there for months if not years."

"Horseapples," Twilight cursed to herself. "If I knew the layout I could just teleport in and blow a way out, but without knowing where I'm going I could end up in a wall or something." After a moment, she looked up. "OK, here's the plan. Sora, Donald, and myself will lead the way with Blizzard spells to put out the fires while Riku and Goofy will be on the lookout for any falling debris. Riku, you're good with those barrier spells, right?" The boy nodded. "We'll need you two to be on your toes, if the three of us spellcasters get knocked out, well, we could get trapped in the fire."

"What'll I be doin', Twi?" Applejack asked.

"Since you're probably the physically strongest out of all of us, I need you to be ready to clear any fallen debris that gets in our way."

"Gotcha!" the earth pony replied, making sure her hat was on tight.

"OK everybody, let's-"

"Twilight! Why's everyone running around? What's going on?!" Spike cried, running up to them.

"Spike?!" the unicorn shouted, bewildered. "How'd you get here? Marie was supposed to be watching you."

"I'm not some little baby, Twilight, I don't need to be watched all the time!" the little dragon exclaimed. "She was distracted with everybody running around so I was able to slip away. So, what's going on?"

As quickly as she could, Twilight explained the situation.

"Fluttershy's trapped? We've gotta go save her!" Spike exclaimed, beginning to run off before the unicorn's magic stopped him in his tracks.

"Oh no you don't, you're going back to Marie's, where it's safe."

"But Twilight, I'm a dragon! What's a little fire going to do to me? Besides, I can get into really small spaces the rest of you can't. What if they're trapped under something and you can't get to them, huh?" The little drake asked, looking up at her with pleading eyes.

[i]"He has a point,"[/i] a traitorous thought made it's way through Twilight's head. Shaking her head, she let out a long sigh. "Alright, you can come with us," she finally relented, setting Spike on her back. "But only because I don't have time to argue with you and take you back to back to Marie's. But rest assured, we'll be talking about this later."

"Come on, we're wasting time here," Riku quickly said, his sword in hand and ready for action. "Let's go!"

And with that, they ran for the burning warehouse.


End file.
